While You were Sleeping
by Cap55
Summary: "I watched you while you were sleeping." Phil's iconic, awkward line. But what if he had meant to say "I watched OVER you while you were sleeping"? What if Phil was in charge of bringing Steve home? What happened after they find Steve in the ice? Why does Phil love Cap so much? This story aims to elaborate on Phil's history and what he was doing shortly before Avengers.
1. Chapter 1

** *WARNING* If you have not watched AoS, Captain America: The First Avenger, or the first Avengers (which, if you haven't watched any of those - what's wrong with you?! Stop reading this and go watch them!) this will somewhat spoil them for you…although the description of this story probably spoiled it for you if you put two and two together. Anyway, be warned!**

** This is another story that's been burning in my brain that I've been wanting to start for a long time. I love Phil's child-like awe and excitement when he finally gets to meet Captain America for the first time in the Avengers and I wish he had, had a chance to have more interactions with Steve before he 'died'. **

** This whole story is based on the first scene in Avengers with Steve and Coulson together when they're on the jet where Phil awkwardly tells Steve that he 'watched him while he was sleeping." What if he meant to say "I watched over you while you were sleeping" and he just botched it with his nerves? What if Phil was the one to bring Captain America home from the ice? Let's not wonder anymore - read on and enjoy! **

**While You were Sleeping - Chapter 1**

Phillip J. Coulson: Highly decorated, skillfully trained, level 8 SHIELD Agent. He graduated first in his class and quickly moved up the ranks to become Fury's right hand man. He's known for his stoic and collected demeanor and he is a serious and well respected Agent. He is sure to carry himself with an air of authority and dignity to live up to the expectations that come with the badge of a SHIELD agent.

However, today is different for Agent Coulson. All of his training, dignity, and calm, cool, collected demeanor are out the window as he skids around a corner before running down the corridor of the small, temporary facility SHIELD has set up on-site. The normally tailored Agent is now sweating and panting. His tie is disheveled and his suit jacket is ruffled like his hair. He runs past the two guards posted at the entrance before he bursts through the double doors of the small laboratory.

The scientist in the lab is caught off guard with the frantic state of the Agent, but he knows why he's here. He's there for the same reason everyone else has been trying to get into the room. The only difference with Agent Coulson is that he actually has a high enough security clearance to get in.

Phil eyes the man and catches a glance of embroidered letters scrawled across his lab coat. "Doyle" Coulson reads while the man collects himself and silently points a thumb to the viewing window where two men in white haz-mat suits are working. Coulson nods in thanks and crosses the distance between him and the window in a heartbeat and presses his face to the glass like an ecstatic, wide-eyed child.

He stands in silence and watches the two men work. A million thoughts race through his mind as he takes in the sight before him. Never in a million years did Phil ever think he'd be alive to see this day.

The two men in the haz-mat suits step to the back of the room and Coulson finally gets his first look at what he's been waiting and dreaming for since he was a kid. A grin he can't keep hidden crosses his face and mixes with a look of pure adoration and inspiration.

"Hey, Cap," Coulson whispers to the man frozen in the block of ice in front of him. Phil nearly starts jumping up and down when his sees a glimpse of the iconic shield glimmering under the layers of frozen ice, but he manages to contain himself. He wants to walk into the room to get a closer look, but all Coulson can do for now is stand and watch while the two scientists work on melting the ice away from the frozen hero so they can begin to prepare the body for processing.

"I knew I'd find you here," Fury smirks while leaning on the doorframe. "Didn't take you long to hear the good news."

"I can't believe we found him," Phil scoffs and shakes his head, still in disbelief, but never taking his eyes away from the scene in front of him.

"Took us over seventy years, but we found him," Fury joins him at the viewing window. "Howard Stark searched for years, but we finally get to give him a proper burial with full honors like he deserves. America's first Avenger is coming home."

"I want lead on this, Boss," Phil takes his eyes away from his childhood hero for the first time since he came in the room. "I've never asked you for anything, but I'm asking you for this. I want to be the one to bring him back."

"I thought you might feel that way," Fury huffs. "The mission is yours Agent Coulson."

"Thank you, Sir," Phil nods.

"You move out as soon as they release the body," Fury orders.

* * *

Phil finally manages to pull himself away from the lab and now wanders across the bitterly cold landscape. Even with his insulated arctic suit, boots, face mask and goggles, the cold still bites through his clothes. The wind blows the snow across the icy ground while the sun shines down overhead, but offering up none of its warmth.

The terrain is completely frozen and white for as far as the eye can see. No trees, no animals, nothing. Just frozen emptiness, save for a lone black ship poking out of the ice in front of him.

Phil approaches the ship and cautiously enters. Inside it is instantly calm. No wind. No snow. No bright sunshine. No life. It's dark, still and eerily quiet. It's a coffin.

The SHIELD scientists and crew had cleared the ship and have collected and recorded any important information or artifacts, so there is no one else in the ship. Everyone is busy back at the base thawing out the frozen hero they excavated from this tomb, but Phil had to come and see for himself where his hero's life ended all those years ago.

Clanking boots against the metal grating of the catwalk echoes through the air while Phil slowly navigates the catwalk that is slanting forward at a fairly steep angle due to the way the ship crashed into the ice. There are missiles on either side of the catwalk with the names of different US cities on them. Missiles that were meant for death and destruction, but never got the chance because of the sacrifice of one man.

"You really pulled our asses from the fire, Cap," Phil's thinks out loud to himself as he picks up a chunk of metal off the ground with "New York" written on it.

Once through the missile bay, Phil opens the door to the front of the ship. The heavy metal door squeaks and groans when Phil pushes it open. The room is full of scorch marks and bullet holes from a battle that happened a life time ago. The front of the ship is partially submerged in the arctic water and a large section of it is still frozen, but Phil risks a closer look when he spots something. Next to the pilot's chair is an area where a section of ice was removed.

"This is where they finally found you, Cap," Phil kneels next to the hole in the ice. "Sorry you had to wait for us for so long."

Phil slowly stands and when he does, something catches his eye. The console in front of the pilots chair is frozen, but he spots something hiding in the ice. The Agent pulls out what looks like a pen from his pocket, but when he presses the button on the top a small heat beam shoots out and begins to melt he ice. Phil puts the pen back in his pocket and pulls the object that caught his eye from the melted ice.

"A compass?" Phil studies the small object and the photo it holds. "Peggy Carter," he smirks and slumps into the pilots chair.

_"Give me your coordinates, I'll give you a safe landing site," _Phil remembers the recording of Peggy Carter's voice on the recording from the crash he had heard a few years ago. There was optimism and relief in her voice when she finally heard Steve's voice come over the radio, but everything changed when Steve spoke next.

_"There's not going to be a safe landing, but I can try to force it down," _Steve's voice answers back, duty and service heavy on his mind.

_"I'll get Howard on the line. He'll know what to do," _Peggy tries to reason, still clinging to the hope that what she knows is happening can somehow be avoided.

_"There's not enough time. This thing is moving too fast and it's heading for New York," _Steve pauses as the reality of the situation fully sinks in and he know what he has to do_. "I got to put her in the water." _

_ "Please, don't do this. There's still time. We can work it out." _

_ "Right now I'm in the middle of nowhere. If I wait any longer a lot of people are going to die….Peggy… This is my choice." _

Phil gently and reverently places the cherished compass on the dash where he had found it, trying to put himself in Captain America's place that fateful day.

_"Peggy?" _

_ "I'm here." _

_ "I'm going to need a rain check on that dance." _

_ "Alright. A week next Saturday at the Stork Club." _

_ "You got it." _

_ "Eight o'clock on the dot. Don't you dare be late. Understood?" _Peggy's voice breaks, but she holds it back, not wanting to waste any of the precious few moments she has left with Steve.

_ "You know I still don't know how to dance," _Steve's voice answers, still strong and unwavering, like he were talking to her face to face instead of piloting a crashing plane in his last seconds of his short life.

_ "I'll show you how. Just be there," _ Peggy pleads.

_ "We'll have the band play something slow. I'd hate to step on your…' _ Where Steve's assuring voice once was is now only filled with static.

_ "Steve?…Steve?….." _

Phil runs his hands down his face and picks up the compass again, thinking about how much Captain America really gave up that day. He lingers for a little longer before slipping the compass into his pocket and returning back to the base.

* * *

"I went to the ship today, Cap," Phil whispers while he sits next to the now defrosted body. The crew is getting ready to move him for transport now that they've finally removed all of the ice, but Phil had requested a moment before they moved him. "I was where you made your last sacrifice for your country and I just felt like I needed to come and say thank you before they moved you." Phil pauses for a second, staring down at the compass in his hand. "I don't know, 'thank you' seems like nothing to offer in return for what you gave up that day, but I don't know what else to say," Phil stands and places his hand on Captain America's shoulder. "I'm going to bring you home, Cap. I promise I will. I requested the mission and I'm going to make sure you make it back. It's all I have to offer to you for everything you did. You saved thousands of people, Cap. More if you count everything else you and the Howling Commandos did in the War. Not only the War, but what you did with your story for me…" Phil is about to go on, but stops when he thinks he sees something.

Phil stands up and backs away for a moment and just watches. He watches the Captain for a moment to see if he can see what he thinks he saw a moment earlier. He nearly falls over when he does indeed see it again: a breath. It's shallow and sporadic, but a breath nonetheless.

"Uh, hey!" Phil shouts out the door to anyone within earshot. "Hey! I need some help in here!" He rushes back to the body and holds a finger on the Captain's still cold neck to search for a pulse. "Ohhh my God," Phil stutters when he feels a faint pulse under his finger tips and sees another breath.

"Sir?" a very confused agent stands in the doorway.

"Find one of the doctors. Now," Phil orders and starts turning the heat lamps back on and grabbing blankets from wherever he can find them before throwing them over Steve.

Phil is fairly calm as he works to warm the freezing Captain up, but his resolve vanishes when Steve suddenly gasps and wakes up in a panic and Phil tries to keep him on the table.

"Hey! Take it easy, Captain Rogers," Phil shouts and places both hands on Steve's shoulders as he blearily searches the room. "You're safe," Phil swears. "What's the last thing you remember?" Steve studies him for a moment, confused at who this man is and what's going on, before his eyes start to close. "Whoa, hey. Talk to me, Captain," Phil orders in attempt to keep the fading Soldier conscious. "Captain Rogers?" Phil gently shakes Steve as he starts to pass out. "Captain, stay awake. You have to stay awake," Phil shakes him again, but it's no use.

"Agent Coulson? Is everything alright?" the doctor asks when he returns with the young Agent Phil had sent to find help.

"He's alive,' Phil shoots the man a panicked look.

"That's not possible," The doctor frowns and takes off his glasses.

"Look, Doctor…." Phil pauses as he tries to read the man's name badge.

"Thomson," he answers.

"Thomson. He just woke up. Look," Phil points to Steve as he takes another shallow breath.

"What the hell," Dr. Thomson replaces his glasses and rushes over and begins to hook up the monitoring equipment. "This just isn't possible," he repeats.

"Maybe you should _do_ something instead of trying to figure out how this is possible, Doc," Phil shouts when he looks at the depressed numbers on the monitor screens.

Dr. Thomson rushes over to the wall and punches the medical emergency button and alarms begin to sound.

"Coulson," Fury shouts when he walks into the room after hearing the alarms. "What's going on? You're supposed to be moving out at 0500. That's in 10 minutes in case you didn't know."

"Sir, he's alive," Coulson reports.

"Excuse me?" Fury looks at the man.

"No, he's right, Sir," Dr. Thomson answers while he and a couple nurses rush to stabilize the critically hypothermic hero.

"I think our mission has officially been delayed, Sir," Phil can hardly contain himself with the excitement that his childhood hero is not only found after 70 years, but is actually alive. "Okay, Cap. Just keep on sleeping because I'm going to watch over you."

* * *

_Phillip?" A man's voice calls when the little boy walks through the door and drops his book bag on the freshly cleaned hardwood floor. "Phillip, is that you?" _

_ The young boy dashes down the hall to the bathroom and closes the door behind him. Tears streak down his cheeks as he falls back against the door before slowly sliding down to his rear to the floor. _

_ "Philly?" the man knocks gently on the door. "Philly, please open the door." _

_ Slowly, the old, creaky door to the bathroom cracks open just the tiniest bit. One teary, brown eye peeks through the crack at the man in the hallway. _

_ "Can I come in?" the man asks and kneels in front of the little boy. _

_ Phil pauses for a moment before slowly nodding and walking away from the door, leaving it partially ajar as an invitation for the man to come in. Phil retreats to the back of the small bathroom and sits on the toilet seat with his face to the wall. _

_ "What's wrong?" the man asks as he perches on the edge of the bathtub and patiently waits for the boy to answer. Finally, Phil turns to face the man, his father, with his head bowed in shame, tears falling on the tile floor. "Philly, please look at me." _

_Phil slowly raises his gaze to his father and the man's face immediately softens when he sees why his son is so upset. Through the tears and shame is a black and blue eye on the little boy's face. _

_ "What happened, Philly?" he asks and pulls his son close and wraps him in his arms. _

_ "Bobby Thompson," Phil whispers. "He was pushing Jimmy Mason on the playground at school. I tried to help Jimmy, but he took my new baseball glove. He threw it up to a tree branch that was too high for me to reach. I yelled at him to give it back, but he shoved me and …." Phil pauses. "I never want to go back to school, Dad. I want to stay home forever." _

_ "Oh Philly," His father sighs and holds him tighter. "I'm sorry you got hurt, but you can't stay home for the rest of your life." _

_ "Please, Dad. Please don't make me go back. The other kids tease me because I'm too short and small. I'm the smallest kid in class, Dad" Phil's explains when his sadness begins to turn to anger and frustration. _

_ "I know," the man assures his son and releases him from his hug, but holds his shoulders firmly as he looks him in the eye. "But you know, you're not always going to be the little guy. Someday you'll be a man and you'll be able to help people because you know what it's like to be the little guy. I know that doesn't make things hurt any less right now, but trust me, someday, you'll be a hero to someone." _

_ "How, Dad? I'm last to be picked for baseball. People always tell me I'm to little to do everything. How can I help anyone?" _

_ "You know what? I got you something today at the store that I think will help." His father leaves and returns with a comic book in his hands. _

_ "What's that?" _

_ "This is a story about a man named Steve Rogers," his father grins and hands him the book. "You know what you and him have in common?" Phil shakes his head while he pages through the book. "He's the little guy too." _

_ "Really?" Phil's eyes light up._

_ "Yes. He was the little guy and he became a hero," the man laughs when Phil dives into the book. _

_ "But he doesn't stay the little guy," Phil looks from the book to his father, disappointed. "He's the big guy here. He's Captain America," Phil points to the book. _

_ "He is, but you know what?" He asks and Phil waits and listens. "Steve Rogers was still a hero when he was the little guy." He pages back to the beginning of the book where Steve stands up to a bully in the theater and gets beaten up in the alley, then to where he jumps on a grenade to protect people, and then to where he is chosen by Dr. Erskine for the Super Soldier Project. "See? Even when he was the little guy he stood up for himself and others. He was brave and wanted to help people even though everyone said he was too little. You know what makes Captain America a hero?" _

_ "The Super Soldier Serum?" Phil opens the book to the part where Captain America is created. _

_ "No," his father shakes his head. "Steve Rogers makes Captain America a hero. Captain America is big and strong, but Steve Rogers is kind, smart, caring, brave, and courageous, just like you, and that's what makes a hero, Philly. You can be a hero just like him by being kind to everyone, caring about other people, and by being brave and courageous when things are scary - kind of like you were today for Jimmy." _

_ "Really?" Phil asks in awe. _

_ "Absolutely. I know you can," His father smiles and Phil runs past him, book in tow, out of the bathroom and back down the hall. "Where are you going? _

_ "To pack my lunch for school tomorrow," Phil calls down the hall. _


	2. Chapter 2

**Angst and action coming your way! Hope you enjoy! **

**While You were Sleeping - Chapter 2**

Once Steve had his fleeting moment with consciousness, the doctors and medical staff went straight to work to try to get the critical Soldier stabilized. They moved him immediately to the medical wing and Phil was pushed out into the hall to wait while they worked. He paced and waited for an update for what seemed like forever. He watched as nurses slowly left the bay and waited anxiously for the doctor to emerge.

"Is he going to be okay?" Phil immediately asks when Dr. Thompson finally walks out of the medical bay with one last nurse.

"It was shaky for a while, but he's stable at the moment," Dr. Thompson sighs. "I still can't explain what happened. By all standards of human limitations, Super Soldier or not, he should have been dead a hundred times over."

"Limitations don't really apply to Captain Rogers," Phil smirks. "There's more strength in him than just Super Soldier Serum. He's a fighter. He's Captain America."

Dr. Thompson huffs. "Well, regardless, It's still a miracle he's alive. We're going to monitor him closely for the next few days. Right now he's dehydrated, hypothermic, and very weak. He needs to rest. Your trip is going to have to be postponed until he's strong enough to travel."

"I'll report the situation to Director Fury." Phil answers. Dr. Thompson turns to leave. Phil watches the doctor walk down the hall and waits for him to turn the corner. Once he's sure the doctor is gone, he sneaks into the medical bay.

Inside the medical bay is dark and quiet. The temporary base doesn't have individual rooms, but rather one large communal room with a few rows of hospital beds, monitoring stations, and a large, tall, crescent shaped desk in the middle of it that acts as a nurses station. At the moment, Steve is the only one in the med bay.

Only one dim light above Steve's bed on the left side of the wall is illuminated, shedding a mild glow in the room. Phil plants himself in a chair next to Steve's bed and sits with the unconscious Captain as he sleeps. The medical staff have removed his tattered and water logged uniform and replaced it with a clean, light hospital gown. There is a heavy, thermal blanket covering his body up to his chest. His arms both have IV's inserted into them, one in the crook of his elbows and the other in a vein on top of his hand. IV pumps are working furiously to flood Steve's veins with fluids to rehydrate him and replenish the electrolytes, vitamins, and minerals his body so desperately needs to recover.

The soldier's face is mostly obscured by an oxygen mask. His brow is furrowed and eyes are closed, keeping the foreign outside world out. Even with the oxygen mask over his face, Phil is taken aback by how young Steve really is. When Phil was a kid reading all about Captain America and even as an adult, he always knew Steve was young, but it never clicked in Phil's mind that Steve was in his twenties when he became a Super Soldier and crashed into the ice.

"Hey, Cap. Welcome to the future," Phil speaks quietly. "I'm not going to lie, you scared the hell out of me back there." Phil leans forward with his elbows resting on his knees and rubs the back of his neck. "We all thought you were gone. We thought we had finally retrieved a war hero after he made the ultimate sacrifice and we were ecstatic. Well, the rest of the crew was ecstatic. I was inconsolable. I was so excited that I would able to thank you even if you weren't able to actually hear what I was saying. But now that you're alive - you're actually alive," Phil shakes his head and grins, ear to ear. "I can't believe it."

Phil stands and retrieves another blanket from a cabinet, throwing it over the sleeping Soldier. He dims the light above the bed a little more and pushes his chair against the wall. His eye travels to the monitors as he watches the screen display Steve's vitals. The steady beeping combined with the long day push Phil into a light sleep.

* * *

What feels like only a few seconds later, Phil is awakened by the squeak of the medical bay doors. He looks to the entrance of the bay just in time to see the door swing shut after someone entered. Phil's instincts tell him something isn't right. He stays quiet and watches from the shadows near Steve's bed. A dark figure comes into view and stands at the foot of the sleeping soldier's bed just outside the reach of the dim light.

"Captain America," The figure speaks softly and presses his hands to the rail at the end of the bed. "You did a lot of damage back in your time. You changed everything when your plane went down in the ice and now you're back. You survived," the man moves from the foot of the bed to the side and the tone of his voice turns ominous. "But you were never meant to survive that crash and I'm here to remedy that" he snarls and raises a gun to the unconscious Soldier.

"Hold it," Phil steps out of the shadows with his sidearm drawn. "Step away, please," He orders calmly.

"You are not supposed to be here," the man hisses and holds the gun to Steve's head.

"Sorry to mess up your assassination plans," Phil shrugs. "Now, please, step away from the Captain. I'm not going to ask you again." The man lowers his gun slightly and Phil is hopeful the situation has been diffused.

"The Captain must die," The man shouts and raises his gun again, but doesn't even get close to pulling the trigger before Phil fires, hitting him in the chest. Phil rushes over and kicks the gun away from the man's hand and keeps his weapon trained on him.

"Who are you? Who sent you?" Phil demands, but his face drops when he spots the name on the man's uniform. His eyes dart from the man's name to his face and he instantly recognizes him. "Doyle?"

"Cut off one head, two more shall take it's place," Doyle chokes as blood fills his mouth as he takes his dying breath. "Hail Hydra."

"Coulson," Fury storms into the room with his gun drawn and a team of SHIELD agents. "What the hell is going on. Is that Doyle?" Fury glares at the dead man on the bay floor and holsters his weapon.

"He tried to kill Captain Rogers," Phil shakes his head and stares at the man before locking eyes with the Director. "Sir. He's working for Hydra."

"Get Barton down here," Fury orders one of the nearby SHIELD agents. "I want round the clock security on the Captain until we can figure out how the hell a damn Hydra agent infiltrated my base. Get me all the information we have on Agent Doyle."

"What's going on?" Dr. Thompson frowns when he runs in.

"Your patient was nearly assassinated," Fury frowns. "I want him prepped to be moved out to the helicarrier within the hour.

"He can't be moved," Dr. Thompson moves between Fury and the Captain's hospital bed. "He's not in any condition to travel."

"I don't think you understand what is going on here, Doctor," Fury turns to give his full attention to the doctor. "Hydra has infiltrated this facility. We have been compromised and an attempt has been made on the Captain's life. We don't know who we can trust or how many other Hydra agents there are on this base. Captain Rogers is not safe here and needs to be moved to a secure location."

"He won't survive transport in his current condition," Dr. Thompson insists. "As I told Agent Coulson, Captain America or not, his body has been taxed beyond it's limits. If you move him, it won't matter if Hydra kills him or not, you'll take care of the job for them."

"Sir," Barton salutes when he enters the bay.

"Barton," Fury nods the agent over and pulls him aside with Coulson.

"So that's him? Captain America," Clint studies the man in the hospital bed.

"It is," Fury nods. "Captain Rogers is officially back on Hydra's hit list. I need to know; can you two protect Captain Rogers if we keep him here?"

"Sir," Coulson starts. "We don't know who we can trust. For all we know, Dr. Thompson is working for Hydra and is only trying to keep us here so they can make another attempt on the Captain's life."

"Can we get a second opinion?" Clint asks.

"Dr. Thompson is the only doctor on site. This was supposed to be a recovery mission, not a rescue mission," Fury sighs. "What is your medical opinion, Barton?" Fury asks, knowing Clint has limited medical knowledge from his field training.

Clint studies the monitors and scans the medical record on the electronic tablet. "I'm no doctor, but his vitals are depressed, severely dehydrated, moderately hypothermic," Clint shakes his head. "Saying he's stable at this point in time would be generous, Sir. But with his accelerated healing he may be strong enough in a few days."

Fury sighs and pinches the bridge of his nose before looking at the two agents. "We don't have a few days. We give him 24 hours and then we move out."

"You are making a mistake," Dr. Thompson steps over to the conversation. "You will kill him."

"If we stay here he's as good as dead. We can't risk staying any longer," Fury stares down the doctor. "I want you two and only you two on security in the bay," he turns to Barton and Coulson. "No one else comes in or out of this room, save for Dr. Thompson." He takes a step closer to the two agents and lowers his voice. "But I want you to keep your eye on him. He doesn't touch Rogers without one of you there, understood?"

"Sir," The two men nod.

"Gather as many agents as you can that you feel are trustworthy. I want Captain Rogers alive by this time tomorrow when we move out."

* * *

"Agent Thomas E. Doyle. Thirty two years of age, single, never married, no children, no family listed. Started with SHIELD about five years ago. Passed academy with an average performance. He was assigned to standard level 1 duties; field work, security, and other basic military surveillance and investigations," Clint scans the file on the traitorous Agent. "He eventually worked his way up the ranks and moved into the science division about three years ago."

"He's a sleeper agent," Phil frowns as he drills the last hole into the bay doors for the new hydraulic lock he's installing. "Never doing anything outstanding or noteworthy. He flew under the radar as an average agent. The question is: are there more agents or was it just Doyle?"

"Sending a solo agent in is covert and lessens the chance of being discovered, but it's risky. The entire mission hinges on one man. If they're discovered, it's over," Clint throws the file across the table and pinches the bridge of his nose.

"This is too important to Hydra," Phil thinks out loud. "There has to be more than one. They wouldn't pass up an opportunity to infiltrate a mission involving bringing Captain America home."

"But why do they care about SHIELD bringing home a fallen soldier?" Clint tries to piece the situation together. "I mean, yes, it's Captain America, but no one ever expected him to be alive. As far as everyone knew, we were here to simply retrieve a body."

"Hydra is vindictive. Their goal is to destroy everything that stands in their way," Phil states simply. "They lost the war, their final mission failed, and their leader was killed, all thanks to him," Phil nods over to the Captain. "The only satisfaction they had was that they killed Captain America in the process. To have the Captain be returned home, alive or not, would destroy that small victory. They won't stand for it. Their hatred runs too deep."

"You seem to understand the subject well," Clint smirks at his superior officer and Phil huffs.

"My father told me about Captain Rogers when I was a kid," Phil's memory shifts to the day his father gave him that first comic book so many years ago. "I requested this mission. We're going to bring him home, Clint. He deserves it."

* * *

_Phil runs all the way home from the bus stop after it drops him off from school. He is so excited to show his dad his report card as well as a stack of Captain America comics he traded for on the playground to complete his collection he and his father have started together. After a shaky start to the school year 9 months ago when Phil came home with a black eye, he is proud to show his father that he's finished strong. He has faced his fears and even managed to make a couple friends along the way._

_ He had read a few of the books on his way home from school on the bus, too excited to wait to read more of the missions and adventures the Howling Commandos and Captain America had as they fought against the Red Skull and Hydra. _

_ "Dad!" Phil shouts as he turns the corner down the street from his house, his arms carrying the stack of comics. He stops dead in his tracks when he sees a police car in front of his house with a police officer waiting for him. "This is my house. What's going on?" _

_ "Are you Phil?" The officer asks with a solemn look on his face. _

_ "Yeah. Where's my dad? Dad!" Phil calls, starting to get concerned and pushes past the officer, but he grabs Phil by the arm. _

_ "Son," the officer turns the kid around and kneels in front of Phil_. "Your dad is at the hospital."

_"What? What happened? Is he okay?" _

_ "He was at the grocery store in town this afternoon and saw a man walk in and pull a gun on the store owner. Your dad stepped in to try to stop him and was hurt in the process," the officer explains. "I'm here to take you to the hospital" _

_ "Please," Phil frantically pulls the officer to his patrol car. "Please take me to see him." _

_` The officer drives the young boy to the hospital. Once they arrive, Phil dashes down the hall to the nurse's desk. _

_ "Ma'am," Phil pants. "Can you please tell me where my father is? His name is Robert Coulson." _

_ The nurse looks at the young boy and glances up to the officer. She pulls the man aside and Coulson anxiously waits for them to take him to his father. _

_ "He came out of surgery an hour ago," the nurse whispers to the officer as Phil strains to hear what she's saying. "The damage from the bullet was extensive. We're not sure if he's going to make it. He shouldn't be here." _

_ "His mother is gone," the officer whispers back. "His father is all he has. If he has a limited amount of time left, he deserves to spend it with his son." The nurse glances over to Phil who is waiting at the desk. She nods to the officer and returns to take Phil to his father. _

_ "Follow me," the nurse holds her hand to Phil and gives him a similar look the officer gave him and it is starting to bother him. He just wants to find his dad. _

_ "Dad!" Phil shouts and relief washes over him when he sees his father in the hospital room. He rushes to his bedside and drops his books. _

_ "Phil," His father gingerly wraps his arms around his son. _

_ "Are you okay?" _

_ "A little banged up, but I'm still here," his father gives a weak attempt at a smile. Phil studies him for a moment. He looks pale, tired and run down. "Did you get more books today?" His father changes the subject and nods to the chair with the stack of comics sitting on it. _

_ "Yeah," Coulson grabs the books to show his father. "I traded for them on the playground after school today. I got this too," Phil pulls out the report card and hands it to his father. _

_ "A's and B's in all your classes?" His father takes the report card from his son. "This is amazing, Phil. I'm so proud of you." Phil smiles, feeling like he's 10 feet tall. _

_ "Want to read the last few books?" Phil hops into the chair and holds the books in his hands and is father nods. He sits with his father and he reads the last few books to his dad in the hospital room._

* * *

Phil and Clint have spent the whole day pouring over files of all the personnel in the base to see if they could find any clues as to who could be Hydra. They've made progress, but they have now worked well into the night.

"No one has tried anything yet," Clint yawns. "Maybe Doyle was working solo."

"Hm," Phil hums, not convinced. "We'll see. The night's not over yet."

"I need a break," Clint stands and stretches out his back. "I'm going to run a quick patrol of the hall. Be back in a few."

Phil nods and Clint grabs his bow and ventures out into the hall to make sure the perimeter is still clear. Coulson continues to pour over the files and keeps an eye on Steve.

A minute later, shadows moving across the strip of light shining under the crack of the door catch Phil's eye. It's late at night and past curfew for the majority of the crew and there should only be security teams of three monitoring the halls by Fury's direct order. Something isn't right and Phil knows it in his gut. He watches for a moment and estimates there has to be at least a dozen men in the hall. He rushes over to the doors and engages the security lock before he rushes back over to Steve's bedside.

"Captain Rogers?" Phil shakes the sleeping soldier, but Steve shows no signs of waking or even registering that he's being shaken. "Captain, if you can hear me, I really need you to wake up." Coulson can hear the men outside the door trying to open the locked door. Time is quickly running out. Phil knows he has to move if either one of them has any chance of making it out of this room alive. He throws Steve's arm over his shoulder and pulls him up into a sitting position as his head slumps forward onto his chest.

His adrenaline starts pumping when a battering ram is slammed against the bay doors. Phil freezes and stares at the doors, praying they hold as the ram strikes the doors again and again. He kicks his head into gear and strains to pull Steve off the bed, pulling the leads off of his chest and the IV's from his arms. The Super Soldier is heavier than he expected and Phil does his best to lower him to the ground as gently as he can. He lays unconscious solder on the floor and returns to the hospital bed.

Phil shoves the bed onto it's side to provide them with as much cover as he can while he prepares for the attack. No sooner does he duck behind the bed do the doors to the medical bay fly open. Phil draws his side arm and grabs the shield up off of the floor. He stands with the shield raised and fires his weapon at the first soldier he sees rush the door, hitting him in the neck. The man falls to the floor and the soldiers behind him scatter. Phil's sharp aim drops two more soldiers before they're able to find cover.

The remaining men make their way into the room and return fire. Phil ducks when automatic weapons fire on them. He drops to the floor with Steve while bullets rip through the hospital bed, pinging off the shield. They're pinned down and not going to last much longer like this. Phil has to think fast. He disconnects the oxygen line from the mask on Steve's face and rolls the small tank across the floor toward the attacking soldiers. With one well aimed shot he fires on the tank, igniting the oxygen. With the soldiers thoroughly distracted from the explosion and the smoke, Phil quickly takes the opportunity to find better cover. He grabs Steve under his arms and struggles to pull his heavy frame behind the nurse's station.

Once safely behind the desk, Phil props Steve up against the structure and hits the medical emergency button and alarms and lights start to flash throughout the compound.

Phil fires through the smoke at the few remaining soldiers. He hits two of them before the others collect themselves enough from the explosion to return fire. Phil ducks behind the desk when automatic weapons rain bullets down on them again.

The weapons fire stops when he hears two explosions near the front of the med bay. "Coulson!" Clint's voice shouts and Phil's heart nearly leaps into his throat with how relieved he is to hear the Archers voice.

"Barton!" Phil calls back to the Archer.

"Hang tight," Clint calls back. The rogue soldiers recover from Clint's attack and return fire on him. Clint finds cover and fires back. With the Archer backing him up, Phil takes a moment to check Steve. The soldier is looking shocky from the abuse and movement. The fact that he's off the oxygen and fluids is not helping him at all either. Coulson presses a finger to Steve's pulse point and is alarmed to find a weak and thready pulse under his touch. His pale skin is chilled and sweaty and his body is trembling. Phil knows he's fading and needs medical attention immediately.

"We need to end this," Phil shouts to Clint.

"Find some cover," Clint warns and Phil grabs the Captain and they both duck under the desk. Clint fires an arrow that lodges itself into a pipe above the two rogue soldiers. The light on the arrow blinks a couple times before exploding, igniting the pipe and creating a bigger explosion that fills the med bay with a large fireball. Phil holds up the shield and covers Steve when the intense heat hits them. The fireball subsides after taking out the last of the rogue agents and Phil dares to peer over the desk at the destroyed room. Beds are on fire, monitoring equipment is melted, the walls are scorched and the sprinkler system is showering water down on them.

"Clear?" Clint shouts from the hall.

"Clear!" Phil confirms and Clint rushes in. Phil slips his arms under Steve's arms and is pulling him out from under the desk. They're both soaked to the bone from the sprinklers and Phil is slipping in the puddles on the floor of the bay. Clint is quickly by his side to help him pull the heavier man out.

"Is he okay?" Phil kneels next to Steve on the floor and Clint checks him over.

"He's decompensating. We need to get a doctor in here."

* * *

_"Captain America dies?" Phil frowns when they reach the end of the last comic book. _

_ "He does," his father nods sadly as he remembers the day he and the other soldiers in his troop had heard that Cap had been killed in action. "He made the ultimate sacrifice to save a lot of people." _

_ "But he's the hero," Phil frowns and pages through the book again, thinking they must have missed something. _

_ "Being the hero doesn't mean that everything goes your way all of the time, Phil. Being a hero means making sacrifices to help other people and that's exactly what Cap did. From his days as weak Steve Rogers, to the day he became Captain America, to the day he died, Cap was always helping people," his father replies slowly, his voice sounding strained and weaker than before. _

_ "But after everything that happened to him and everything he did to help in the war, he doesn't even get anything out of it?" _

_ "Captain America didn't do it for what he could get out of it. He did it because it was right. That's part of what makes him a hero," his father smiles weakly at his son who still doesn't look entirely satisfied with his answer. "Phil," his father sighs and looks at his son. "There was a time when I was sent to the front lines with my platoon and we were pinned down in a bad way," Phil listens closely. His father rarely spoke of his time in the army. "Things were looking bad for us. We were being overrun by the enemy, they cut us off from the rest of our men and we were on our own." _

_ "What did you do?" Phil asks, wide eyed. _

_ "We fought," his father looks his son in the eye. "We fought even though we knew there was no hope. In the moment that I thought it was all over, Captain America broke through with guns blazing straight into the line of fire. Bullets were ricocheting off of his shield as he charged into the fray." _

_ "Did you guys win?" Phil asks as he hands his father a glass of water when he starts to cough. _

_ "He got us out alive," his father nods. "But he was injured in the process. Not even Captain America is bullet proof. He could have been killed, Phil, but he charged in to save us. There was nothing he would gain from risking his life for us. We were all average joes with nothing to offer him in return. With everything happening in the war, it didn't make the papers. But that's not why he did what he did. He did it because he knew it was the right thing to do." _

_ "Like you today at the store?" Phil asks and his father beams at his son. "You're like Cap, Dad." _

_ "Well," his father starts. _

_ "You stood up to the robber because you knew it was the right thing to do," Phil couldn't be prouder. "You're a hero, Dad." Phil studies his father as the man pauses for a long moment, his gaze directed at the floor, deep in thought. He looks tired and worn and that scares Phil. _

_ "Phil," his father starts softly. "I need you to promise me something." _

_ "Anything, Dad." _

_ "I need you to promise me that no matter what happens in life, you'll always do what's right," he coughs and Phil swears he saw flecks of red before his father pulls his hand away. _

_ "Dad," Phil stands from his chair and is about to call for help when his father grabs his hand. _

_ "Phil," he stops his son and Phil grips his father's hand tightly. "I'm not always going to be around and I want you to promise me that you'll stay who you are. That you won't let life change you." _

_ "Dad," Phil's eyes well up and he shakes his head. "Stop. You're going to be fine." _

_ "Promise me, Phil. Promise me that you'll stay selfless, kind, and courageous. That you'll always do what's right." _

_ "I promise, dad," Phil closes his eyes, tears escaping down his cheek, and presses his forehead to his father's hand._


	3. Chapter 3

**Time to dive back into the world of Coulson and Cap! **

**While You were Sleeping - Chapter 3**

_It's a gloomy fall day. The sky is overcast and rainy. Everything seems to be in hues of grey and black like the rain has washed away all the color. The sky is dark. The bare trees look black against the sky. The stones sticking up out of the ground are varying shades of gray. Even the puddles on the ground are dull, mirroring the murky scene in their reflections. The clouds above are highlighted by lightening followed by a quiet rumble of thunder that sounds off in the distance as if to voice it's own objection to the dreary day. _

_ Phil stands alone in the middle of the ashen landscape. His clothes are soaked from the steady fall of rain that drips down from his hair onto his face and mixes with teardrops that steadily fall from his eyes. The young boy's gaze is locked on a deep pit looming in front of him. He's unmoving and solemn. _

_ "Phil," a voice speaks quietly from behind the young boy. The rain suddenly stops pouring down when a black umbrella comes up over him. Phil looks up at the man holding the umbrella with red, sorrow-filled eyes. "Son, it's time to go." _

_ The young boy says nothing. He hasn't said anything for days. He simply returns his gaze to the hole in the ground. This hole that is keeping him planted where he stands even with the torrential downpour of rain and the chill that's beginning to set in. This hole that has become his father's final resting place. _

_ The last week has been a blur after his father passed. A woman came to the hospital a couple hours after his father died and brought him to stay in a home with a foster family. He's stayed with multiple over the last few days until a permanent one can be arranged. For now, Phil sits where he's told to sit, forces food down when he's told to eat, and goes where he's told to go. _

_ Today he was brought to a cemetery to say goodbye to his father. Phil sat through the eulogy and service, but the preacher's words were muddled to his ears. People who had come to say goodbye were crying, but Phil paid them no attention, lost in his heartache. He vaguely remembers people hugging him and offering him words of meaningless sympathy and empty condolences. Now it's just him and the deep hole in front of him that he can't bare the thought of leaving. _

_ "I'll wait for you in the car," the man replies as he walks away. Phil watches him walk across the grassy lawn to the black car with 'Department of Family and Protective Services' printed on the door in white lettering. He's only nine and he has no family left. No mother, no grandparents, no siblings, no aunts or uncles. The only thing waiting for Phil after he leaves this place is yet another unfamiliar foster home filled with strangers. _

_ The last moments with his father come to mind when he takes one last look at his father's grave. His father's condition had quickly deteriorated after he started to cough up blood. The last words his father spoke to him echo in his mind. "Philly, someone once told me, 'Hardships often prepare ordinary people for an extraordinary destiny.' You have an extraordinary destiny ahead of you, Phil, and you're strong enough to take on the hardships that will come. Do what's right. Stay kind. Stay compassionate. Stay who you are and make me proud." _

_ After lingering for a few moments longer, Phil finally pushes himself to move. He walks around the grave and presses his hand to the cold stone sticking up out of the ground. He pushes down the pain he's feeling and whispers to the stone. "I won't forget my promise," Phil sniffs. "Bye, Dad."_

* * *

"I made a promise, Clint," Phil frowns and inspects Steve's arm that was badly burned in the blast. "I promised him I'd bring him back home."

"He's not dead, Coulson," Clint points out as he dries off the Soldier and puts a dry pair of scrubs on him.

"No, but they're going to keep coming for us," Phil reattaches a new oxygen tank to the mask on Steve's face.

"And we'll be here waiting," Clint encourages. "As long as we're all breathing, the mission is still on."

Clint grabs a wash cloth from the charred remains of a cabinet and runs cold water over it. He kneels next to Steve on the floor and presses the cloth to the burn on his arm. The Archer jumps when Steve takes a deep breath and groans.

"Cap?" Clint shakes the man as he tries to come around. Steve's respiratory rate spikes as his eyes start to flutter. He sluggishly turns to look at Clint, confusion showing in his eyes as he slowly searches the room to try and place where he is. "We're going to need a doctor," Clint glances back to Coulson. Phil nods and he's about to run out of the room when Dr. Thompson and one of the nurses rush in.

"What happened? We heard the alarm," Dr. Thompson pulls out his stethoscope and listens to Steve's heart. The nurse starts to replace the IV in his arm and shoves the needle under his skin.

"Hmmm," Steve hums at the pinch of the IV, closing his eyes and grimacing. His voice is muffled by the heavy, plastic oxygen mask strapped over his face. "S-stay away," he weakly tries to push them away.

"Captain Rogers," Dr. Thompson turns his attention from assessing to controlling his patient. "Please, stay calm. We're here to help you." Steve either doesn't believe him or doesn't understand because he continues to try to back away across the floor as the nurse struggles to keep the IV in and Clint does his best to restrain him.

"What's wrong with him?" Phil asks anxiously.

"He just woke up after being frozen for 70 years. There are bound to be some complications, confusion and delirium evidently being two of them," Dr. Thompson quickly opens the doors to the scorched cabinet. "Keep him down. Don't let him hurt himself," he orders to Clint while he struggles to pin Steve down.

Phil follows after Dr. Thompson, but is cut off when he jumps out of the way when Clint skids across the floor after Steve shoves the man off of him.

"Ow," Clint groans from the floor. Steve stumbles to his feet, pulling himself up and straining to stay standing on a nearby table. The nurse nervously stands between Steve and the door while he works on steading himself.

"What the hell is that?" Phil asks and grabs the doctor's arm when he grabs a vial from the cabinet and draws the clear liquid into a syringe.

"It's Lorazepam," Dr. Thompson frowns at the Agent. "It's a sedative. We need to get him under control before he hurts himself or your friend," he nods over to Clint just as he makes it back to his feet.

"Sorry about this, Big Guy," Clint apologizes and charges at Steve, expecting to be able to take down the weakened Super Soldier easily. He's hunched over, leaning heavily on the table for support, and breathing with a great deal of difficulty. To his surprise, Steve catches him and redirects him into the wall behind them, shoving his forearm under his neck and pinning Clint's back against the wall. "Uh, that didn't go as planned," Clint chokes and tries to break away from Steve's grip. "Little help guys?"

Phil glares at the doctor, studying the man for a moment before releasing his arm. Dr. Thompson runs over to the fight and quickly buries the needle into Steve's arm. Steve swings his arm around, elbowing the doctor in the face and knocking him back into Phil. Steve releases Clint and the Archer drops to his knees and sucks in the air he so desperately needs.

Steve frowns at the syringe sticking out of his arm and winces as he pulls it out of his arm. It quickly starts to take effect and Steve stumbles back and holds his hand to his head when everything starts to blur.

Adrenaline pumping, he staggers to the door. The nurse steps aside and allows Steve to pass. He rushes out of the bay and into the hall, slamming his shoulder into the wall as his unsteady body tries to hold itself up between the weakness and the drugs. Steve uses the wall for support and to guide himself down the corridor. He pushes himself to keep going as far as he can, but he pauses and shakes his head, trying to pull himself out of his stupor when his vision starts to fade in and out.

"At ease, Soldier," a fuzzy outline of a man comes into view. Little does Steve know he's standing in front of the director of SHIELD.

"Don't - Don't want to fight you," Steve slurs and blinks a few times to try to clear his vision.

"I don't want to fight you either," Fury replies, unmoving.

"Then let me - let me pass," Steve mumbles and takes a shaky step forward, but falters when begins to lose the battle with the sedative. He drops to his knees and Fury makes a move forward to help, but the move looks like an act of aggression to the guarded Soldier. Steve's instincts kick in and he punches him into the wall before he struggles to his feet. He is barely standing, but he's ready to fight if he has to.

Phil and Clint come running down the hall a moment later. The Archer helps Fury up off of the floor and Phil is about to help Steve as he wavers on his feet, but he's passed by three SHIELD security guards. The first guard rushes to tackle the Super Soldier, but Steve dodges his charge and pushes him with his forward momentum into the wall. Another agent tries to grab him, but Steve throws him back across the floor. With the exertion, Steve is sweating, panting, and struggling to focus as he squares off with the last man.

He charges at Steve, hitting him in his midsection and bringing him down to the ground. Steve gets his feet under the man and kicks him off, narrowly missing the nurse who is running into the fight with three more agents.

Steve is exhausted and spent after taking on the first three agents. He's nearly back on his feet when the three fresh agents take him down to the ground and wrench his arms behind his back and pin him to the floor.

"Get off," Steve growls and in a final push, he wrenches one of his arms out of their hold, sending the man holding his arm skidding across the floor. He quickly returns to the fight and punches Steve in the face.

"Hey, take it easy," Phil shouts and steps toward the skirmish.

"He just attacked the Director," the SHIELD agent who was thrown frowns and holds a hand up to signal Coulson to stay back. He presses a knee into Steve's back when he continues to struggle. "Take him down," He nods to the nurse and she injects more of the clear liquid into the side of Steve's neck.

"What the hell was that?" Clint grabs the nurses's arm and pulls her away from Steve when he starts to still, his face pressing into the cold, concrete floor under him.

"More Lorazepam," She looks from Clint to the hand on her arm.

"Are you authorized to give medications, Nurse…" Phil looks down at her name tag. "Jen?"

"It was ordered by Dr. Thompson," she pulls her arm away from Phil.

Coulson frowns and turns back to Fury. "Are you okay, Sir?"

"I'm fine," Fury grumbles. "Let him up," He orders the three men holding Steve down and they release him, but Steve makes no attempt to get up.

Clint and Phil help to roll Steve up onto his back. His color is pale and he wheezes and hyperventilates as his body is desperately trying to re-oxygenate his lungs.

"Cap," Clint tries to calm the Soldier down. "Deep breaths, Cap. In and out," Clint presses his hand to Steve's chest, trying to slow down and even out his rapid breathing. After a few tense moments, Steve relaxes enough to allow the sedative to kick in. He blearily stares at the ceiling and his breathing starts to become more steady before he passes out.

* * *

** "**_Just breathe," Phil tells himself. "Stay calm." He tries to stay casual while he walks forward and keeps his eyes down. _

_ "Hey!" a man yells from behind him and Phil knows it's all over. He abandons his nonchalant act and books it out the door. "Hey! Stop!" _

_ Phil races out the door and into the chilly night air. He runs down the puddle filled street and takes a sharp turn down an alley. The man follows him, but quickly turns around and runs down a different route when he sees Phil leap onto a dumpster before jumping up to a drain pipe to reach a fire escape ladder. Phil sees the man turn around and is hopeful he's given up. He climbs the ladder and pulls himself up onto the roof of the apartment building. He pants in the chilly night air with only a light hoodie for warmth. His breath fogs in front of him as he catches his breath from the run and the adrenaline rush. _

_ After he composes himself, he jumps across a gap between the two buildings before climbing down another drain to the street below. He casually walks down the dark street when a hand grabs his shoulder and spins him around. _

_ "Gotcha," the man who was chasing him frowns and cuffs Phil's hands behind him. "You know, you should try shoplifting at other stores," the man advises when he pulls out a loaf of bread, a jar of peanut butter, a candy bar, and a soda from Phil's hoodie. _

_ "You're the only store in town," Phil sasses. "Plus, you would get even fatter if I wasn't here," he pokes at the security guard's belly. "I'm assuming the only time you exercise is when you're trying to catch me." _

_ "__Trying__ to catch you? I caught you tonight, didn't I?" the man huffs. _

_ "You did," Phil smirks. "2 out of 25 times isn't bad." _

_ "Alright, get walking, Smart Guy," The man pushes Phil along._

* * *

_A knock at the door echoes through the quiet house. It's late. Too late for decent people to be knocking on doors. The porch light flashes on and a haggard looking woman in a robe with curlers in her hair answers the door. _

_ "What did he do this time?" She sneers, still half asleep, when she opens the door to an officer and Phil. _

_ "Caught him stealing food at the grocery store down the street again," the officer holds up the bag of stolen goods and takes the cuffs off of the minor and returns him to his foster parent. _

_ "Thank you for bringing him back," the woman sighs and shoves Phil into the house. The officer nods and she closes the door behind her. "What the hell do you think you're doing?" Phil just eyes the woman with contempt. "Do you have any idea what time it is? What, did you not get enough to eat for dinner?" _

_ Phil didn't get enough to eat at dinner. None of the foster kids in the house did. Everyone was always hungry, but that's not surprising since they only get one meal a day. It's expensive to feed 10 foster kids when you're using all the money from the state on booze. _

_ "Get up to your room. There will be serious consequences for this tomorrow," the woman scolds. _

_ Phil saunters up to his room - although it's not really much of a room. In fact, it's actually a linen closet. Just big enough to fit a mattress. There's not enough space in the house to give all the kids a room. Phil is fine with the closet. At least he's got it to himself. The other kids are all crammed into rooms not much bigger than the closet, but there are two to three of them to a room. _

_ Phil lies back onto his thin mattress and stares up at the ceiling. It's been eight years since his father passed. At first, Phil tried his best to stay compassionate and kind like his father told him, but it became more and more difficult as time went on. _

_ The foster homes weren't so bad at first. He was nine when he was set in his first home, but was soon bounced from foster to foster with more kids needing homes than there were families available. Many of the families were neglectful, like the one he's in now, but with an overwhelmed system, many of them are overlooked or unnoticed. A few of the homes were nice. Phil liked the people and they were kind, but he was always eventually moved because the family either moved or they started families of their own. He pretended to not be bothered by the fact that none of his foster homes kept him for very long, but the rejection, lack of understanding and care caught up with him. He didn't care anymore. He was bitter with people and angry with his circumstances. _

_ Phil had run away from some of the really bad homes many times before, but he was always eventually caught and brought back. He was labeled a troubled child and that made placing him even more difficult. Once again, Phil makes the decision to try to run away, but this time would be different. He's older now, 16 years old and going on 17 in a couple weeks. This time he would be more careful. He wouldn't get caught. _

_ He gathers up his meager belongings consisting of a photograph of himself and his father, a change of clothes, and his prized possession, the comics he and his father collected. Once hens packed a knot of guilt starts to twist in his stomach when he thinks about leaving his foster brothers and sisters behind in this hell hole, but he has to get out of this place. He has to think of himself this time. He pushes the guilt aside and tries to get some sleep before he prepares to leave early tomorrow morning._

* * *

"We're supposed to be moving out in an hour," Phil checks his watch when he walks into the med bay and finds nothing packed and Steve still hooked up to monitors and fluid pumps. "What's going on?"

"Something is wrong," Dr. Thompson frowns and checks the monitors. "He's spiked a fever and his condition is deteriorating."

"Why is he restrained?" Phil scowls when he sees the thick cuffs strapped around Steve's wrists and legs.

"He nearly escaped earlier, fought 3 highly trained shield agents, attacked the Director, and I think he broke my nose," Dr. Thompson gingerly touches his bruised and obviously displaced nose. "We can't risk him running again. We're trying to keep him sedated, but he is burning the drugs incredibly quickly. They're only lasting for a couple hours in his system. Since we're still unsure of how his unique physiology reacts to medications and what his state of mind is, it's for our safety as well as his own."

"Could the fever be caused by the attack earlier today?" Clint interrupts, doing his best to change the subject and keep Phil at bay when he sees the anger flare in his eyes.

"No," Dr. Thompson shakes his head. "That shouldn't have caused such a drastic change in his system. Something else is wrong."

Steve's half-lidded eyes are glassy, his skin is sweaty and flushed. He suddenly starts to cough and retch. Clint quickly pulls him onto his side and unstraps the oxygen mask off of his face when he vomits up blood onto the floor. After he finishes emptying his stomach on the floor, he lays his head down on the pillow and his body sinks back into the hospital bed, spent from the exertion.

"We need to run some tests," Dr. Thompson shakes his head and grabs supplies to collect samples.

The nurse preps Steve's arm for a blood draw and he visibly becomes more agitated as he tries to pull away from the needle, but the restraints keep him planted where he is.

"g-get away," Steve mumbles and tries to lift his arm, but is stopped by the cuff. Dr. Thompson buries the needle into his arm and Steve winces as he fills tube after tube of blood. Phil and Clint share a suspicious glance.

"We will get this running right away to see if we can find any answers. If he's developed some sort of infection we will need to treat him before transport. I'll stay in contact with you." Dr. Thompson informs them before leaving with the samples.

"Fury wanted us in the air immediately," Clint turns to Coulson.

"It looks like we're not going anywhere soon," Phil frowns.

* * *

_Phil is anxious to get going. The longer he stays here the more likely he is to get caught. He throws on his backpack and carefully slides the window open from the bathroom down the hall from his 'bedroom'. Slowly and carefully, he climbs out onto the roof and navigates his way down to the edge. He jumps down from the second story roof to the first story awning before landing onto the grassy lawn below. Slinging the backpack over his shoulder, he treks his way down the quiet street that leads out of town. _

_ It's still dark outside with the first hints of sunrise begin to show above the horizon. Phil's pack is heavy, filled with cash that he stole and as much food as he could fit into the bag. With each step he takes down the road he gets closer and closer to being free. He's determined to make it on his own. To be independent. No more foster homes. No more being passed through the system. _

_ Phil turns and takes one last look at the house he's leaving and a pang of guilt rises in his stomach when he thinks of the other kids still trapped in the home. He pushes it down and tells himself that he has to think of himself. He has to get out of there. He keeps walking. _

_ "Where do you think you're going?" A man asks from behind him. Phil freezes and knows he's busted. _

_ "I thought I'd at least get through town before someone caught me," Phil slowly turns around, expecting to face the police officer from last night, but is caught off guard when he sees a man who is definitely not a police officer. The man is silhouetted by the slow rising sun behind him, but Phil can vaguely make out a stern face and a long, black coat. "Who are you?" Phil takes a step back when the man takes a step forward. _

_ "A friend," the man smiles. _

_ "I don't have any friends," Phil stays on his guard. _

_ "Well then, let me be the first," the man holds out a hand and Phil just stares at him. "Fair enough," he sighs. "My name is Markus Leer. I've seen you in town a few times. I've wanted to speak to you, but most of the time you're running from someone." _

_ "Look, what do you want with me? Are you here to take me back to the police? Back to my foster home? Because if you're not taking me in, I've got to go." _

_ "No. I want you to work with me." _

_ "Doing what?" _

_ "Let's say that I deal in a very specialized business that your skills would be a great benefit to." _

_ "My skills?" _

_ "You're ability to stay calm and think of your feet is impressive. You're brazen and bold. You need some polishing, but together, I think we could help each other." _

"Why should i trust you?" Phil frowns at the man. Marcus eyes him and huffs out a laugh before answering.

_ "Look, Kid. You're stealing food to scrape by. You look like you're tired and hungry and could use some clean clothes. I can give you an opportunity to have enough money to buy and do whatever you want whenever you want. For once in your life, how would you like to have more than enough?" _

_ "How?" Phil asks suspiciously. _

_ "We do what you've been doing, just on a bigger scale. We steal." _

_ Phil's expression remains stone faced while he weighs his options. He's tired of having nothing. He's tired of being hungry and rejected. For once, he just wants something to be easy in life. "Alright," he decides. "Count me in. What do you need me to do?"_

* * *

"I need you to get ready to move out, Coulson," Fury orders.

Coulson is sitting next to Steve's hospital bed, but stands when the Director walks in. "But Captain Rogers is…."

"Out of time," Fury interrupts. "We're moving out. Now."

"What's going on?" Phil asks when two agents come in with Clint and begin to prepare Steve for transport.

"Dr. Thompson has been arrested."

"Excuse me?" Phil frowns.

"Clint expressed that you both had suspicions that Dr. Thompson may be Hydra due to some strange reactions from the Captain when the doctor was present. And when none of Captain Rogers' test results were coming back with any answers, I had Clint run a blood sample for toxicities. It came back positive. Someone poisoned Captain Rogers."

"What? When? Is he going to be okay?"

"He should be fine. We're going to start treating him right away and we've taken Dr. Thompson into custody, but we can't afford to keep Captain Rogers here any longer. It's become too risky." Fury reports and Coulson nods. "You move out immediately. Your team will consist of Agent Barton and a minimal medical team to sure that Captain Rogers is monitored closely during transport. Everyone else is grounded to make sure that Hydra isn't able to reach you in the air, which means that you will also have to transport Dr. Thompson back to base for prosecuting," Fury pauses and takes a step closer to Phil. "We still don't know who we can trust. Stay alert and keep your eyes open, Phil."


	4. Chapter 4

**So, this chapter is mostly Phil focused as we explore more of his background. The next chapter will have more of Steve's storyline as we start to wrap up this fiction. Thanks again for reading and I hope you all enjoy! **

**While You were Sleeping - Chapter 4**

"Move it people - come on," Clint orders, keeping his team on track. "I want this ship loaded and off the ground! Lets go! Lets go!"

The crew begins to load crates of supplies, medical equipment, and other necessities into the ship through the incoming blizzard. A strong North wind has picked up and snow is flying across the flat, icy ground.

Phil runs out onto the frozen terrain with the medical team as they transport the heavily sedated Captain. They have him hooked up to a portable oxygen system and covered with layer upon layer of heavy blankets while they rush to get him out of the cold and setup onboard the ship.

"What's your status?" Phil asks when he and Clint cross paths.

"We're almost loaded," Clint scans the chaos before them while parka-covered crew members scurry across the snowy landscape. "No suspicious activity so far, but I'll feel better once we're in the air and out of the base."

"Agreed," Phil nods.

"My team just has to transport Dr. Thompson into the brig and we'll be set."

"Good. Wheels up in 10," Phil orders and follows the med team to supervise Steve's transport into the medical bay.

"You heard him, people," Clint spurs his team on. "I want this cargo loaded and Captain Rogers prepped and ready for take off ASAP."

After Clint has his crew finishing up loading supplies, he walks into a small briefing room where a very select group of SHIELD security guards are awaiting orders.

"Congratulations," Clint greets his team sternly as they stand at attention when he enters the room. "You have been hand selected by myself, Director Fury and Agent Coulson for this high priority mission. You've been deemed upright and competent. I trust that you will all do your utmost to live up to that assessment." The Master Assassin scans his team as if re-evaluating each one of them before he continues to pace. "Our mission is from Director Fury himself; protect and transport Captain Rogers safely to American soil. It's a simple mission, but don't be fooled into thinking that it's going to be easy. Hydra will try everything they can to get to the Captain."

Clint stops pacing and stands firmly before his team. "But we're not going to let that happen, are we?"

"Sir, no sir," the crew simultaneously sound off in perfect unison.

"Good," Clint nods. "I want four guards set at the med bay doors at all times as well as four guards inside the medical bay. Teams of three will be patrolling the rest of the ship at all times. Medical staff will have free reign of the ship, save for the armory. Report any suspicious behavior directly to me. If anyone so much as thinks about Hydra, I want to know about it. Dismissed," Clint orders and leaves to prep the jet for take off.

* * *

_ "Dismissed," Marcus shouts to the group of men he just finished briefing when Phil tentatively enters the room. Marcus had asked him to come after the main briefing so he could prep him personally. The men all disperse and Marcus walks up to Phil. _

_ "Hey, Kid. Today is the day where you get to earn your keep. No more free rides - it's time to work," he smiles and wraps his arm around Phil's shoulders. "It's time to pull out those skills that you were chosen for, Philly." _

_ Phil flinches at the mention of the nickname. He hasn't been called that since his father passed. It brings up a pang of guilt with the memory of his father, but his father is gone. Markus is his family now. _

_After Phil had joined up, he and Markus talked for a long time. He found out that Markus grew up in the same area Phil was from and that he spent a lot of time in foster care. He was a lot like Phil. He stole to survive, lost his father at a young age, and had no one to take care of him. Phil felt comfortable around him, like they were brothers. He talked to him about his father and the good times they had together. He even showed Markus the comic books he and his father collected. _

_ "We're hitting a big target today, Kid," Marcus explains and Phil snaps back to the present. "There are a lot of rival organizations out there who would like to take our group out, but this gig tonight is going to give us a leg up on our competition. I don't need to tell you how important that is, do I Philly?" _

_ Phil shakes his head. _

_ "Good. Now, the place we're hitting is a top secret government facility where they manufacture cutting edge weaponry. Most of it is so new that it hasn't even been released to the military yet. Security is going to be high and it could get messy. I know this is your first run and it's a big one, but what I want you to remember tonight is that the gang with the biggest gun is the one who's in charge. This is going to put us in charge, Philly. Are you ready to be in charge? Are you ready to not be the underdog and be the one giving the orders for once?" _

_ "I am," Phil sets his gaze and nods. _

_ "Good. You're going to need this," Marcus reaches out and shoves a pistol into Phil's hand. Phil stares at the gun for a few moments, feeling the weight of the weapon, the cold metal pressing against his flesh. He tires to push down the fear he's feeling and looks up to Marcus. "Don't look so nervous, Philly. The weapons we're going to get our hands on tonight will make that little gun look like a water pistol. You know how to use one of these, right?" _

_ "Yeah," Phil nods nervously, but he really doesn't. He's never even held a gun before now. "Yeah, I got this." _

_ "That's my boy," Marcus pulls Phil into a headlock and musses his hair roughly before releasing him. "I'll brief you on the mission plans on the way, but for now, get ready. We move out in at 2300 hours."_

* * *

"We're moving out now, People," Clint orders as he joins a security team escorting Dr. Thompson to the brig. "You," he turns his attention to the doctor. "I don't want any crap out of you. You've already done enough damage."

"I am innocent, Agent Barton," Thompson insists.

"I heard you the first dozen times. Continuing to profess your innocence isn't going to convince me, Doctor," Clint answers stone-faced as he pushes the doctor into the cell and the energy field powers up between the two men. Clint glares at the man and walks away, not saying another word.

He makes his way to the cockpit and fires up the engine on the transport jet. "Everyone to their stations. Coulson?" Clint switches his radio comm to Coulson's frequency.

"We're set down here, Barton," Phil confirms over his radio from the medical bay as he supervises the medical staff. The work on reattaching Steve up to all of the monitors and supportive care he needs while he continues to sleep.

"Roger that," Clint answers back and starts to taxi the jet down to the runway.

"Barton," Fury's voice erupts over the comm-link when alarms start to blare on the ship's control panels. "You've got company. Get your ass in the sky. Now."

"Sir, yes sir," Clint replies calmly. "Coulson. We've got trouble on our tails. Tell your team to brace for impact and get ready for a rough take off."

"What? What's going on?"

"Hydra is on our tails," Clint answers shortly when he gets a visual on the attacking Hydra agents from one of the cameras at the rear of the ship. There are three of them chasing after the ship on snowmobiles as they drive down the runway. "We got this, Coulson. Just a little bit further and we'll be off the ground."

Seeing that their window to take the jet down is quickly closing, one of the Hydra soldiers pulls out a rocket launcher.

"Shit," Clint grumbles under his breath when he sees the weapon.

"What?" Coulson asks hesitantly, unsure he wants to know the reason why the Archer is cursing.

"Nothing," Clint lies. He punches the engine and races down the runway, desperately trying to pick up speed.

The Hydra agent takes aim and fires, hitting the front tire of the jet. Clint feels the impact as the nose of the ship jumps up from the blast. He pulls up hard on the controls and hope swells in his chest when it feels like the jet is lifting off the ground. The swell of hope is replaced by a sinking heart when he feels the jet start to fall back down to the ground. There just isn't enough lift for the engines to get the jet off the ground. The nose of the jet crashes back down to the runway and grinds across the ground while the set of rear tires continue to push the ship along. The shaking and grinding improves mildly when the runway runs out and they're sliding across the icy tundra.

"That didn't feel like 'nothing'," Coulson shouts over the comm link. "And it doesn't feel like we're in the air!"

"It's just a minor complication," Clint works to remain calm as he grips the controls tightly when the back of the jet starts to fishtail on the slick ice. He glances down to the monitor feeding the footage of the Hydra agents. They've caught up to the jet and they're attempting to board the moving ship. Clint knows he's got to think fast or this mission is going to be over before they even leave the ground.

He floors the engine and they race down the ice, the Hydra agents still in hot pursuit.

"Um, Barton?" Coulson shouts when he peers out the small window of the medical bay while he holds on tightly to Steve's hospital bed. His heart sinks when he sees that the ship is on a collision course with a cliff. "What are you doing?"

"Just trust me," Clint focuses on the horizon ahead of him.

"You're driving us off a cliff and you're asking me to trust you?" Coulson grabs fluid poles and monitors before they topple over from the rumbling of the ship.

"Yes," Clint answers simply. He continues on his course, ignoring the pinging noise of bullets peppering the outer hull of the jet and the screaming alarms on his control panels. Phil watches from the window and sees the snowmobiles pull back.

"They're falling back, Clint," Phil shouts, his arms full of medical equipment. "Stop the jet!"

"Can't stop. We'll be sitting ducks out on the ice," Clint gives it everything he's got as he continues to race down the ice at breakneck speed.

"We'll be dead ducks if you fly us over that cliff!"

"Ye of little faith, Coulson," Clint keeps his eyes on the horizon, as the edge of the cliff gets closer and closer until the jet flies off the edge and starts to falls own to the icy ocean below. "Uh-oh," Clint frowns when the engines die.

"What do you mean, 'uh-oh'?" Phil works to catch medical supplies as everything starts to tumble off the shelves and roll across the floor.

"One second," Clint calmly replies as he punches the button to re-fire the engines. The jet sputters and backfires while Clint watches the ocean get closer and closer through the windshield.

"CLINT!"

"I got it!" Clint shouts when the engines finally fire. "Yahooo!" He pulls the nose of the jet up at the last possible second, skipping the jet across the water before they finally start to gain altitude. "Hehehe, that was exciting."

"You bastard," Coulson pants. His hands are shaking from the adrenaline rush and he simply drops the medical supplies he had worked so hard to catch.

"Hey, I just salvaged this mission from certain doom," Clint smirks, thoroughly proud of his plan and the fact that he's shaken his superior officer. "How's our patient?"

"He's more in one piece than I am," Coulson answers shakily.

* * *

_Phil's hand shakes as he holds the gun that Marcus gave him in his hand. What does he expect him to do with this? What does he think his skill set is? Sure, he's stolen things, ran from the police, even threw a punch here and there, but he's never fired a gun or killed someone. He's a thief, not a murderer. _

_ It's been nearly a week since he joined up with Markus and it's been the best week of Phil's life. He's able to come and go as he pleases without answering to anyone. He even has his own room and his own bed and Markus gave him a generous amount of cash to use for anything he wanted until he was able to earn his own. _

_ "Family takes care of family," Marcus had grinned when he dropped the stack of cash in Phil's hand and he was in complete shock. Phil had never seen this much money. Ever. If you added up all the money he's ever had in his entire life, it wouldn't add up to a fraction of this. He's never been able to go out and actually buy anything he wants whenever he wants. He doesn't have to be hungry or cold or dirty because he can buy everything he needs. _

_ He can't go back to living the way he was living. He can't go back to being a poor nobody. He can't go back into the foster care system. Phil decides that he's got to do what he has to do in order to stay with Markus' group. "Whatever it takes," he tells himself. _

_ Phil laces up his boots, straps on his vest, swings his pack over his shoulder and heads out the door to depart with Marcus and his team. He can't let Markus down. He picks up the gun and stares at it for a few moments, wanting nothing to do with it, but he shoves it into his waist band and focuses on the job ahead._

* * *

Phil's job on this mission is to guard Captain America. The nurses have been administering sedatives through Steve's IV since they moved him onto the ship in an attempt to keep him under control and prevent another outburst. It's been tricky figuring out how much to give Steve and how often with his unique metabolism. After a few disastrous administrations where Steve's heart rate had plummeted dangerously low and another time when he nearly woke up and escaped again, they finally figure out how long the sedatives stay in his system and they're able to keep him more stable.

Clint had come to take over for a little while so Phil could grab some food, not to mention take a bathroom break. Instead of going to the restroom or the mess hall, Phil goes straight to the brig. He walks purposefully down the corridor, his firearm gripped tightly in his hand, his face set and firm.

"Agent Coulson," Dr. Thompson greets him from the meager cot in his cell behind a gently glowing force shield. "Welcome to my little humble home." He holds out his hands to show off the small, 8x8 foot cell.

"Your buddies just tried and failed - again - to take us down" Coulson stands firmly in front of the doctor. "Now, I have no doubt that my team will be able to stop anything that your little Hydra club house can throw at us, but I am getting real tired of them trying. I want some answers."

"Like I told Fury and your Archer buddy, I'm not Hydra. I can't give you what I don't have, Agent Coulson," Dr. Thompson sighs, frustrated. No doubt this is not the first time he's professed his innocence over the last 24 hours.

"Save the 'I'm innocent' speech for someone who gives a damn. I'm not here to listen to your sob story. I'm here because I need to know what Hydra's next move is." Phil pulls a chair from the side of the room and sits backwards on it and waits for Thompson to spill what he knows, but the man remains silent and stares at the floor. "Not in the mood to talk, huh? Well, here's a news flash for you pal: we go down, you go down."

Thompson's eyes flash up to Coulson, but he still remains silent.

"That's right, buddy. You basically have three outcomes to choose from. Number one: Hydra takes out the ship with everyone on board, that would include you, and we go down in a fiery inferno. Option two: They take us down one by one and they leave you to rot away in that cell. I wouldn't count on them taking the time to rescue you. Somehow I don't think Hydra is known for it's loyalty, especially since you failed in your mission. And the last option, and my personal favorite, is that we kick Hydra's butt and make it back to SHIELD where you will spend the rest of your days in a rather unpleasant SHIELD prison. Now, do yourself a favor and give me the information I need to get the Captain back home safely and I give you my word that I will make sure you end up in a nice cushy cell where you can live out the rest of your miserable life in peace."

"I already told you," Thompson sighs. "I cannot give you what I don't have and I don't have any information on Hydra's plans or when they might attack. I'm _not _one of them, Agent Coulson. I have dedicated my life to being a doctor. To help people and to make them well and that's exactly what I was trying to do for the Captain. I am not your enemy."

Phil stands firmly in front of Thomson, his arms crossed and his face indiscernible as he assesses the doctor.

"Look, Agent Coulson, you have a medical staff on board this ship right now monitoring and treating the Captain. Do you know any of them? Do you _really_ know them?" Thompson walks to the front of the cell.

"All of the crew on this ship has been hand picked by myself, Agent Barton, or Fury himself," Coulson reports confidently.

"_I_ was hand picked by Director Fury for this mission and I'm currently being accused of working for Hydra, wrongfully I might add, and sitting in a cell. Doyle was recommended to the Director by Agent MariaHill for his contributions in SHIELD's Science Division. She said he would be an asset to the mission."

Phil remains stone-faced in front of the doctor, but internally, his mind is racing with the possibility that they still haven't escaped the far-reaching tentacles of Hydra. A traitor may be on board right now and could threaten the entire mission. A traitor they hand-picked.

"You and your Captain are in danger."

"How would you know if we're in danger? I thought you said you had nothing to do with Hydra."

"I'm no fool, Agent Coulson. I worked with many of the people on the medical crew before this mission and the base in the Arctic was small. When you're a low-ranking SHIELD doctor combined with working in close quarters with people, you hear them talk. You pick stuff up. Grumblings from people about the Director, SHIELD in general, or some commanding officer they don't like."

"Why didn't you say anything," Coulson leans forward and eyes him suspiciously.

"They were just simple complaints from employees. If I reported every negative conversation I heard, I'd be talking to Fury daily. When you're in charge of protecting the Free World, difficult choices and gray zones are daily occurrences. You will inevitably have someone somewhere who doesn't agree with a call or holds a grudge."

"You should have reported it immediately."

"I had no proof that any of them had any malicious intent. I don't make a habit of accusing and incarcerating people without evidence," Thompson replies and Phil doesn't miss the accusatory tone to his voice.

"Why didn't you give anyone up to Fury or Barton to convince them you weren't part of Hydra?"

"No one I heard talking ever actually said anything about Hydra. Only whispers here and there that I never thought twice about."

"But you're thinking twice now?"

"When you're backed into a corner and your freedom and the rest of your life is threatened, you start to examine things a little differently." Thomson takes another step forward until he's as close to the force shield as he possibly could be without being zapped. "I've had time to think while I've been locked up for the last 12 hours, Agent Coulson. Fury said you arrested me because of the negative reactions from the Captain when I was present. He said that he thinks the Captain was trying to tell you something; that I was poisoning him and trying to kill him after he woke up."

"You're saying that's not true?" Coulson leans in closer, waiting to hear what the man has to say.

"I'm saying that if you think about all those times I was treating the Captain, I wasn't alone."

Coulson pauses for a moment, thinking and scanning his memories of the last 36 hours on anyone who has had contact with the Captain.

"You have been compromised, Agent Coulson," Thomson warns. "Hydra is here and you need to stay on guard."

* * *

_"You need to make sure you're on your guard tonight, Philly," Marcus warns while the van they're in travels down a quiet, wooded road. "This isn't a little convenience store where the only challenge is a chubby security guard. This is the big leagues. You ready for your part in all of this, Kid?" _

_ Phil nods. Marcus went over the plan with him before they departed in the two separate vans. Phil thought it would make him feel better once he knew exactly what he was supposed to be doing. It didn't. His job tonight is patrol. Once the base is infiltrated, Phil and the others in his group are to guard the perimeter and pick off any stray soldiers who, as Marcus describes it, 'try to be a hero' and fight back and stop them. Phil wonders at the expression. If the soldiers are trying to be a hero and he's fighting against them, what does that make him? He tries not to think about it too long. Once the weapons are secured, he is supposed to help load the vans and protect the cargo at all costs. _

_ "Good," Marcus grins. "Don't let me down tonight kid. We pull this off and you'll be living the good life for as long as you want it." _

_ "Right," Phil forces a smile. "The good life." _

_ The van switches off it's lights and drives along the road in darkness for a mile or so before it rolls to a stop. _

_ "This is our stop, gentlemen," Markus pulls the lever down on his weapon to click a round into the chamber. _

_ Phil takes in a deep breath and jumps out into the chilly night air when the side door of the van slides open. One of Markus' men peers through a pair of night vision goggles at the facility off in the distance. _

_ "There's a chopper on the pad," the man reports. _

_ "What?" Markus grabs the goggles and looks for himself. "Who the hell is at the base at the time of night?" he scoffs, but quickly regains his composure. "It doesn't matter. We still move in. This is our one shot." _

_ Markus leads them through the woods and off the main road until they come to a tree line with a huge chain link fence topped with razor wire. The fence runs around the entire perimeter of the facility and there's bright lights that illuminate the terrain all around the fence. Phil squints and he can count at least 5 cameras just in this one area and there are patrols walking the perimeter, each one armed with automatic weapons. Phil takes in a shuddering breath. _

_ Markus turns to face the group and nods to one of the men. He pulls out a laptop from his back and starts to furiously type away on his keyboard. A few moments later, Phil hears the cameras buzz and the man nods to Markus who then signals two of the other men to break off. Phil doesn't know exactly what they're doing, but he stays where he is because Markus isn't moving and he didn't tell him to move. _

_ Seconds after the two men leave, he sees one of the patrols drop to the ground, taken down by a single bullet. 'Snipers' Phil thinks to himself. The second man takes out another guard nearby. With the guards down, Markus moves in. Once they reach the fence, one of the other men pulls out a heavy-duty pair of bolt cutters and cuts through the fencing. The group runs in, Markus' team infiltrates the base to get the weapons they came for while the rest of the group flanks around the facility to take care of the rest of the guards. Phil's team secures their entry point. _

_ Phil walks around, keeping an eye open for any potential threats while he grips the hand gun tightly. He pauses when he hears his foot splash in something on the ground. He looks down and quickly jumps back when he sees the thick, red liquid under his boot. His eyes follow the puddle up to a pair of unseeing, brown eyes. One of the dead guards with a bullet hole between his eyes from the sniper. __Phil fights to keep his dinner down as he quickly walks away from the disturbing sight, but he can't help but look back at the man on the ground. _

_Gunfire is popping in the background from the perimeter of the building as well as inside. He tries to focus on guarding the entry point, on his job, but he can't keep his mind from wondering. Do these men who are dying have people who will miss them? Did that guard have a family? A son, maybe? Did he just help take away a boy's father just like someone took his father from him so many years ago? He swallows down the guilt when his attention is pulled to the road. The two vans have made their way down to the facility. Markus' team must have secured the base. More dead bodies inside, no doubt. More lives ruined._

_ The vans back up next to the building when Phil and his team open the gate for them. They make it to the doors just as Markus emerges with the first crate of weapons. _

_ "Keep guarding the perimeter," Markus directs. "The security team is down, the scientists have been dealt with, but we still don't know who was in that chopper. You take down whoever crosses your sights, understand?" _

_ The men nod and spread out while the rest of them continue to load the vans. Phil nervously walks around the building and quickly finds himself alone. The night is eerily quiet, but the stillness is shattered with the snapping of gunfire in the distance. It only lasts for a second and then it just stops. Phil's sucks in air with short and quick breaths while his adrenaline starts to pump. A scream and panicked gun fire comes from his left and he swings around, his gun raised in his shaky hands, but there's nothing there. _

_ Phil nearly has a heart attack when a man in black jumps out of no where and swings a blade at him, causing him to drop his gun. He quickly jumps back, just narrowly missing the razor sharp knife. The man quickly advances and Phil knows he has to act if he wants to live. He has no weapon and he doesn't really know how to fight, but he's fast and he's smart. Phil clumsily dodges and blocks the attacks from the man and he can't help but feel like he's just toying with him. Like a cat with a mouse right before he kills it. He's not willing to become the mouse today. _

_ Phil gathers his footing and runs for it, but the man pursues him. There's a couple times Phil can feel the wind from a knife being thrown at him as he zig zags away from the man. He runs full speed toward the vans, but his heart sinks when there's no one there. His moment of shock nearly costs him dearly when another knife flies past his head, nicking his ear before it lodges itself into the side of the van. Phil whips his head around and sees the man still in hot pursuit. He quickly runs back toward the man and he raises his knives as he prepares to attack. Phil rolls forward and grabs up a chunk of crate from the weapons and holds it up, blocking the knives flying at his head. The knives hit the board with a 'thunk, thunk, thunk.' _

_ Thinking fast, he pulls one of the knives from the board and returns fire, throwing it at the man and forcing him on the defensive. Satisfied that he's finally beginning to turn the tables, Phil removes the rest of the knives from the board and runs for it. He can hear the man in black following after him. Phil runs around the corner and quickly spins around, throwing the last two knives he has when the other man rounds the corner, but he's too fast. He dodges the first knife and, to Phil's absolute shock, catches the second. _

_ He has no more weapons and no more choices. He runs, praying he doesn't feel a knife bury itself into his back. He slides across the dirt and grabs up his gun he dropped earlier from the ground. Shifting his weight, he spins around and raises his weapon, but turns to find no one and the mind-numbing silence returns. _

_ "Phil!" Markus shouts and Phil nearly jumps three feet in the air. "It's time to go!" _

_ "Not today, Leer," the man in black comes up behind Markus, gun in one hand, knife in the other. "Hands up. It's over." _

_ "Phil," Markus slowly puts his hands up. "Take this joker out." _

_ Phil doesn't even realize he has his gun raised and trained on the man. "Let him go," Phil orders and he hates how his voice shakes. _

_ "Just put the gun down, Kid," the man in black scoffs and Phil seriously considers obeying him. He doesn't want to kill anyone. He doesn't want the weapons, but he doesn't want to leave Markus. He's all he has left._

_ "I'm your family, Kid," Markus shouts and Phil flinches. "Family doesn't leave family behind." _

_ "I'm sorry," Phil shakes his head slowly to the man in black. _

_ "Think about this, kid. You pull that trigger and it's all over. You go to prison for the rest of your life. Don't throw your life away, Phil," The man in black answers grimly. _

_ "How do you know my name?" _

_ "I know a lot about you, Phillip J. Coulson" the man answers. "We've been watching Markus' group for a long time and I had a particular interest in you when your name popped up on his list of recruits." _

_ "Don't listen to him, Philly," Markus shouts and the man in black kicks his knees out from under him, causing him to kneel on the ground. _

_ "Philly," the man in black sneers. "This is what trash like him does, Phil. He manipulates you, like by using your father's nickname for you to form a bond with you. Make you trust him." _

_ "You knew that's what my father called me?" Phil asks Markus, betrayal reflecting in his eyes. "How?" _

_ "He knew your father, Phil," the man in black answers for Markus. _

_ "He's a liar, Phil," Markus tries to convince him, but Phil's not buying it. "We need to stick together! We protect each other. Shoot him!" Phil's hands shake, finger on the trigger. _

_ "Is that what you are now?" the man in black asks. "A thief and a murderer? Is that who you want to be?" _

_ "He can't change," Markus sneers. "Once a thief, always a thief. He's like me. We're cut from the same cloth." Markus looks at Phil. _

_ "Tell me the truth," Phil demands, but his voice is just above a whisper. "You said yourself you lived in the same area as me and my father. You knew what he called me." _

_ "Philly…" Markus starts. _

_ "DON'T…call me that," Phil shouts as he starts to fall apart. "Tell me the truth. Did you know my father?" Markus stays silent. "TELL ME!" _

_ "He knew your father," the man in black repeats. "He was just as low down and no good now as he was back then." Phil shakes as he listens, his eyes filling with tears while he stares at Markus. "Like he says, once a thief, always a thief. He's been stealing things for as long as he can remember." _

_ "Just like you, Philly," Markus adds. "Remember?" _

_ "Except that he didn't need to steal. He had a good home and a good family. Isn't that right, Markus?" _

_"Shut up," Markus sneers and turns to the Man in Black, but turns back away from him when he cocks the gun._

_"You said you grew up in foster care. That your parents were dead," Phil questions Marcus. _

_"He stole for greed and for fun," the Man interrupts. "Not survival, like I'm sure he told you. And when it's greed that drives you, it doesn't end at stealing, does it, Markus?"_

_ "Don't believe anything he says, Phil," Markus pleads. "Shoot him!" _

_ "What are you talking about?" Phil asks the Man in Black. _

_ "Tell him, Leer," the man nods to Phil. "Tell him about the time you held up a grocery store and a man stepped up and tried to stop you. Tell him what you did to him." Markus remains silent. "You tell him what you did or so help me I will end you right now." _

_"I shot him," Markus reluctantly confesses. "He tried to stop me from stealing what I needed and I shot him."_

_ "Do you even know the name of the man you killed?" _

_ "No," Markus shakes his head. "I didn't think to ask and I never saw his face. I just shot him and ran," he snips. _

_ "Robert. Coulson," the man in black replies and Markus' face drops. "The man's name was Robert Coulson." _

_ "You killed him?" Phil's voice breaks and the tears freely fall. "You're the one who killed my father?!" _

_ "I didn't know he was your father, Philly," Markus starts. _

_ "And that's supposed to make it alright?" Phil shouts. _

_ "You know what it's like to live with nothing, Kid. You know what we sometimes have to do to survive." _

_ "I survived on my own without killing anyone," Phil seethes. _

_ "He tried to stop me," Markus answers angrily. "He tried to keep me from what I wanted! He would still be alive if he had just kept to his own business. I didn't know it was him!" _

_ "Would it have made any difference if you did?! Do you have any idea what you took from me?!" Phil's weapon shifts to Markus, his hands are shaking and his finger dangerously wrapped around the trigger. "You ruined my life!" _

_ "Put the gun down, son," the Man steps in between Phil and Markus. _

_ "He killed my father!" Phil shouts. "He has to pay!" _

_ "He will pay," the Man promises. "But you will lose everything if you pull that trigger. This isn't what your father would want." _

_ "How the hell would you know what he would want?" Phil hisses. _

_ "Because I knew him too," the Man answers and Phil's gaze shifts from Markus to him. _

_ "What, you all just happen to know my father? How do I know you're telling the truth?" Phil asks, his voice low. "How do I know that anything you're telling me is the truth?" _

_ "He was friends with my father. Served with him in the war. I met him at my father's funeral when I was only 15 years old. I was devastated, but I'll never forget when he came up to me after the service and he told me about one time he spoke with my father during the war. Robert said he had become bitter during the war after seeing so many of his friends die, including his best friend who bled out in his arms. Then he came home and found out his wife had died giving birth to their son," Phil bites his lip at the mention of his mother. He never met her. Never saw her. His father never spoke of her. It was too painful._

"Everyone in that war had suffered. It left scars. Once it was all over, Robert was still struggling. He said that my father told him 'hardships often prepare ordinary people for an extraordinary destiny.'"

_ Phil flinches at the mention of the quote his father had told him so many years ago. _

_ "Robert asked him how exactly he could have any destiny worth living after going through so much devastation and loss. He said what my father told him next had stuck with him his entire life; 'You don't let your hardships change who you are. You rise above them by remaining kind, courageous, and selfless. You bring good into a world where there is none.'" _

_"Having my father taken from me was a hardship and that I had to face. I had to fight to stay kind, courageous and selfless, like my he was. He was always helping people and protecting them. He died in the line of duty after serving on the police force for 30 years. I followed in his footsteps and now I work to help people too and I want to help you, Phil. But first, you have to put the gun down." _

_ Phil has to focus on his shaky, short breaths as he takes in the cold, night air to keep himself from hyperventilating. He doesn't want to be kind or courageous or selfless right now. He just wants revenge. He wants to release the anger and take away the hurt by hurting the one who wronged him. _

_ Breathe in, breathe out. _

_ Phil keeps the gun up and aimed at Markus, happy for the first time to have it in his possession since Markus gave him the weapon a few hours ago. He hadn't wanted anything to do with the gun, but now it's taking every fiber of his being not to pull that trigger. _

_ Breathe in, breathe out. _

_ It would be so easy to take Markus out of this world like he took his father. To make his blood spill on the ground like the guard earlier that night. He had trusted the man, even looked up to him. He cares about him and hates him all at the same time. He killed his father._

_ Breathe in, breathe out. _

_All he wants right now is Markus to be dead. _

_*Boom* _

_ The gunshot echoes through the air. _

_ Breathe in, breathe out. _


	5. Chapter 5

**This story has been DIFFICULT to write for. Much more difficult that I had originally thought with everything going on with the storyline. It's not my most solid story, but I love it and hope you do too!**

Once again, so sorry about the delay with this chapter. I had a bit of writers block, but I think we're back on track here on where I want this story to end up and how I envisioned the plot going. I hope you all enjoy!

**While You were Sleeping - Chapter 5**

Breathe in and breathe out - Phil tells himself as he tries not to hyperventilate in his current state of panic while he runs down the corridors of the ship.

_We still don't know who we can trust. Stay on alert and keep your eyes open, Phil. _

_ You have been compromised, Agent Coulson. Hydra is here. _

Fury's words of warning and Thomson's threat/warning or whatever the hell that was supposed to be, haunt Coulson's thoughts while he rushes back to the medical bay.

"Clint," Phil bursts through the doors of the bay, startling the Archer from where he was relaxing in the chair next to Steve.

"What? What is it?" Clint is immediately on his feet when he sees the urgency on Coulson's face.

"Who has been in this room today?"

"Just a few nurses," Clint follows the man around the room.

"Did you watch everything they did? Did they do anything suspicious? Go anywhere or open anything you didn't see?"

"I watched them, but I didn't follow them around the room if that's what you're asking," Clint frowns as he watches Phil start to open cabinets and look behind the door, searching for something. "What are you looking for?"

"Thomson says we've been compromised. He said he's heard murmurs among crew members, some of which he says could be HYDRA," Phil continues to search the room.

"Phil, calm down," Clint tries to get the agitated agent to stop moving for a second. "You're talking crazy here. Thomson is a traitor. We've hand picked everyone on board this ship right now. We've fought along side some of them and known them for years."

"Thomson was hand picked by Fury. Doyle was hand picked by Hill. Both of them have worked with SHIELD for years. We can't trust anyone, Clint. We're alone and we've been compromised."

Clint starts to become worried now too. Coulson has a point. They really don't know who they can trust. Anyone could be a traitor. Just as he's about to speak, the lights begin to flicker in the medical bay until they go completely out, plunging the room into complete darkness. The two Agents listen in the silence, their hearts pounding in their chest as they rely on their other senses in the dark. Phil's first instinct is to draw his gun from his side while Clint closes in near Steve.

The emergency lighting finally flickers on and mildly illuminates the dark medical bay.

"Behind!" Phil shouts and turns the gun to the figure standing behind Clint as he approached the sleeping Captain with a knife in hand. Clint instinctively drops to the floor and Coulson rapid fires, hitting the figure in the chest. Coulson flips on the light on his gun and shines it down on the body laying in the middle of the bay.

"It's one of the Strike Team Members," Coulson's heart drops.

"Not just one of the Strike Team," Clint grabs the hand offered by Coulson as he pulls him up from the floor. "It's Tray Phillips. I trained and went on several missions with him, met his wife last year. He was…, or I thought he was, a good guy. He was one of my picks for the mission."

"We're in trouble," Coulson sighs.

"Hold it!" Clint orders and raises his bow when a woman bursts through the doors.

"Don't shoot! Don't shoot," the woman shouts and throws her arms up.

"Who are you?" Coulson moves to search the woman.

"My name is Jen. Jen Hansen. I'm one of the nurses that was assigned to this mission by Director Fury," She answers shakily.

"She's clean," Coulson reports and Clint cautiously lowers his bow.

"What are you doing here?" Clint demands, but keeps his bow trained on her when he realizes she's the nurse that gave Steve the injection after the incident with Fury. He can't help but wonder why the hell Fury would have chosen her.

"I was in the cafeteria when the power went out. I ran back here to make sure the Captain was alright," Jen explains. "On my way in I found three Strike Team Members and one of the other nurses dead."

"They're making their move," Coulson sighs.

"What do we do?" Clint asks.

"We have to hold the Medical Bay. We can't move him," Coulson looks over to where Steve is laying in the hospital bed, still sedated and unaware of the serious danger they are in.

"How long until the sedatives begin to wear off?" Clint turns back to the nurse.

"An hour. Maybe two," she replies. "We just re-dosed him."

"Captain?" Clint shakes him, but gets no response. He pries an eye open and presses his fingers against Steve's wrist to count his pulse. "Pulse is slow and eye position is fixed and dilated. He's down," he sighs. "Is he stable enough to move?"

"We've been flushing his system of the toxin, but he's not finished with his treatment," Jen frowns.

"That's not answering my question. If we have to, can we move him without killing him?" Clint asks firmly.

"I can't answer that," she insists. "He's extremely weak from the poison and hypothermia. His body hasn't had a chance to fully recover. The sedative will be in his system for at least an hour, even with his unique metabolism, and once it begins to wear off there's no way to tell how coherent he will be after being under for such a long period of time."

"Fine. We hold our position here for as long as we can," Clint nocks an arrow. "They have the upper hand right now. We're pinned down and have limited resources. We need to make sure we're ready for these assholes when they come, because they _will_ come and they'll come with a vengeance."

"What about the controls?" Phil asks. "Who's flying the jet right now?"

"I set the flight controls and locked the door when I came to give you a break. They can try to break into the cockpit, but that's four inches of reinforced steel that's blocking them out. It will be easier and faster for them to try to break in here."

"What the hell do you think you're doing?" Phil demands when he see Jen by Steve. "Step away from him. Now."

"I need to check his vitals. None of the monitors are working right now with the power down," Jen replies.

"Check him, but from here on out, you don't go near him unless one of us is here," Clint glares at the nurse. "I still don't know if I trust you."

"I think you have bigger problems on your hands than me right now, Agent Barton. Now, will you please let me do my job?" Jen and Clint lock eyes for a moment before she slips her stethoscope under Steve's scrub top to listen to his heart and record the rest of his vitals.

"We need to work fast," Clint walks over to Coulson, but keeps his eyes on the nurse as she works. "We're sitting ducks in here."

"Right," Coulson nods and they start to move the extra hospital beds in front of the entrance to the bay while Clint searches the cupboards and drawers for anything that could be used as a weapon or would be useful. He grabs as many medical supplies as he can find and shoves them into a bag he finds in the cupboard. He moves on to finding weapons. Scalpel blades, glass bottles they've filled with alcohol and rags for a makeshift molotov cocktail, syringes filled with sedatives, and a myriad of other things he's found are added to the bag.

Clint and Phil each take one of Steve's arms and bring him down from the hospital bed to the floor in an attempt to keep him out of the line of fire.

No sooner do they set Steve down does everything go to hell. Something flies through the narrow, glass window in the bay doors and rolls across the floor.

"Grenade!" Clint shouts and kicks the metal sphere across the room and as far away from them as possible.

*BOOM*

The grenade goes off.

* * *

_*BOOM* _

_ The gun goes off. _

_ Phil falls to his knees, the gun still in his hand, as he watches the scene in front of him unfold. Markus just stares at him, shocked, as blood begins to pour out of the hole in his chest and Phil watches the life leave his eyes before he drops to the ground. _

_ Everything had happened so fast. Phil had Markus in his sights. His hand was shaking, anger boiling and his finger was on the trigger. It would be so easy to just squeeze. Just one simple movement to end the man that had taken so much from him. One simple move to become a murderer. _

_ It scares Phil to think of how close he was to pulling that trigger, but, in the end, Markus sealed his own fate. _

_ While Phil and the Man in Black were talking, Markus pulled a firearm from a hidden holster at his ankle. Rising from his knees he took aim at the Man, only to be taken down by one of the SHIELD Agents that were descending on the scene when backup finally arrived. _

_ "Give me the gun, son," the Man orders gently. It takes Phil a moment to register what the Man is asking him to do, but he finally pulls his gaze from Markus' lifeless body to the man's hand, waiting for the gun. Phil gladly gives it to him. _

_ "What happens now?" Phil asks. He's never felt so low, defeated, and lost. _

_ "Now? Now you have another choice to make, Phil," the Man kneels in front of him. "Do you want do go down with the rest of the trash," the Man glances over to where the rest of Markus' crew is being loaded into a prison transport. "Or do you want to be like your father and rise above your circumstances? Do you want become the man your father would want you to be?" _

_ Phil doesn't answer. He simply closes his eyes and just wishes the ground would come and swallow him whole. The Man in Black sees the lost look on Phil's face. _

_ "I told you Robert asked my father how he could have any destiny worth living after going through so much devastation and loss and seeing so much evil," the Man continues. "He ran into my father years later and told him that he had found a destiny worth living for. Do you know what that destiny was?" _

_ Phil pulls his gaze from the ground to the Man and shakes his head. _

_ "It was you, Phil. He said that being a father to you was the best thing he could possibly have done with his life. He finally saw a light in a world where there was only darkness and that gave him hope. He knew you had a capacity to be good and to do good." _

_ Phil clenches his jaw at the words the Man is saying. He's silent for a moment before he is able to answer. "I haven't done anyone any good in a real long time," Phil mumbles. _

_ "I don't remember your father saying that you were perfect all the time. I remember him saying that he saw in you the capacity to do good," Fury kneels and gets face to face with Phil. "Heroes aren't who they are because they're perfect. They're heroes because they're people who are willing to stand and make a difference when no one else will. Your father died still believing in heroes. You may not be where your father would want you to be right now, but you're not done yet, Son. It's not too late to make some changes. The question is, are you ready to stand?" _

_ Phil pauses and thinks of his father and the life they had. He remembers hearing about the man who pulled himself up from nothing to become Captain America. He remembers his fathers words to him so many years ago as he sat crying in his bathroom after school. _

_ 'Steve Rogers makes Captain America a hero. Captain america is big and strong, but Steve Rogers is kind, smart, caring, brave, and courageous, just like you, and that's what makes a hero, Philly. That's how you can be a hero too.' It had been a long time since Phil had thought of those words. Was he still that person though? Had he let life change him even though he promised his father he wouldn't? 'Do what's right, Philly,' echoes in his mind. _

_ "I'm ready," Phil sets his gaze and nods to the Man. _

_"Good. Because I have your first choice you have to make in your fresh start." _

_ "What's that?" Phil asks. _

_ "I want to offer you a job, Phil." _

_ "What?" Phil looks at the man sideways. _

_ "I want to offer you a job with SHIELD. Your father isn't the only one who sees potential in you, Kid. You put up a decent fight back there and it's obvious you've got guts. I think with some polishing and training, you could become a great Agent." _

_ "After everything that I've done, you want to offer me a job?" Phil can't bring himself to believe the Man. _

_ "I do. What do you say?" _

_ Phil studies the man for a moment. "I don't even know your name." _

_ "Will that make a difference?" The Man raises a brow. _

_ "Maybe," Phil shrugs. _

_ "Fine. Nicholas Fury," he offers a hand and Phil pauses before he takes his hand and shakes it. "Does this mean you accept?" _

_ "Yeah, Boss," Phil nods. _

_"Good. Now the real work starts, Agent Coulson."_

* * *

"Coulson!" Clint shouts and hangs onto a bulkhead for dear life. The grenade blew a hole into the hull of the ship and the bay is depressurizing.

"Here!" Phil coughs as he slides across the floor toward the hole. "We need to plug that hole! "Where's the Captain?" Phil scans the room, but only sees Clint and Jen who is bracing herself against the cupboards to keep herself from being sucked out into the sky through the breach.

"I'm not sure. I can't see anything," Clint hardly finishes his sentence when bullets start to fly into the room. "Dammit. They've got us pinned!"

"Captain Rogers!" Phil shouts when he finally sees Steve on the floor and being dragged toward the breach. Phil jumps and grabs his hand before he grabs onto whatever he can gets his hands onto. He ends up grasping a handle of a cabinet door that's bolted to the floor. "Clint!" Phil shouts as he strains to hold onto the unconscious Captain and the cabinet as the force of the breach pulls them in.

"Hang on!" Clint shouts and fires an arrow into the wall opposite the hole.

"Did you really just tell me to 'hang on'?" Phil shouts, unsure if he should be more annoyed at the pun or the sheer stupidity of the order. He decides to be more annoyed with the bullets flying past their heads.

Clint ignores the question and grabs onto the line attached to the arrow and attaches it to the reel on his bow. He uses the tow line to help pull him to the back of the room. "Keep your head down!" Clint orders as he pushes one of the hospital beds free from where it is locked to the floor.

"Are you crazy?" Phil shouts, but it's too late. Clint releases the bed and Coulson presses himself against the cabinets and pulls Steve as far out of the way as he can. The bed flies past them, nearly grazing Phil's head as it crashes into the breach. The mattress lodges itself firmly in place and the room would have finally been calm if the bullets would stop firing.

"Good plan, now what?" Jen shouts from the corner.

"Still working on that," Clint ducks from the unrelenting bullets.

"We need to get out of here!" Phil shouts and throws Clint one of the molotov cocktails.

"Get ready to run," Clint shouts and Phil grabs Steve's shield from the corner of the room and slings it over his shoulders. Clint lights the rag before he throws the cocktail down the dark hall.

The cocktail ignites and explodes, followed by the screams of burning men.

"Go! Now!" Clint orders and helps Phil lift Steve off the floor as he swings his arm over his shoulder.

The four of them run down the scorched corridor. Bodies of burned Hydra solders lay across the floor with a few small flames leftover from the cocktail.

"For Hydra!" one of the badly burned soldiers who managed to survive shouts as he charges at the three men, grabbing Steve around his midsection and drilling him into the ground. Clint regains his footing and turns to the Hydra soldier on top of Steve.

"I've got something for Hydra right here," The Archer shouts as he releases a scalpel blade and it lodges itself into the soldier's back. The soldier arches his back and grasps for the blade. Phil wastes no time and tackles the man off of Steve. The two struggle for a moment before Phil lands a hard right hook to the man's face.

Steve coughs and groans on the floor as he flirts with consciousness.

"Captain Rogers?" Clint rushes over and presses his fingers to Steve's pulse to find a rapid and thready pulse. "Cap, can you hear me?" Clint pats Steve gently on the face. "Check him," He orders and Jen steps forward. She checks his pulse and forces his eye and shines her penlight into his eye.

"We need to find somewhere for him to rest. All this moving is destabilizing his condition. He needs a doctor."

"Shit," Coulson mumbles under his breath.

* * *

_"Holy shit," Coulson stares at the box that Fury sets in front of him. _

_ "This was your dad's Phil," Fury smirks at Phil's wide eyes as he scans the box. "We found it in storage after he died. The people who were handling your father's affairs were going to sell it in the auction, but I managed to grab it." _

_ "I've never seen some of this stuff," Phil starts to reverently shift through the items in the box. There are some really old comic books that he remembers his father reading to him, some old toys and other things that bring Phil fond memories, but there are other things too. There are medals for bravery and valor, random trinkets, and some photographs of his father in the army. There is one in particular that catches his eye. He pulls out the old black and white picture of his father standing next to Captain America, grinning ear to ear. _

_ "I think he would have wanted you to have all of it. Especially these," Fury reaches into the box and pulls out a few cards. "He was working on collecting them, but he'd only found a few of them before he died. They're very rare and were one of his prized possessions." _

_ Phil takes the cards and studies them. They're Captain America trading cards and they're old. _

_ "Captain Rogers was created to be a small part of an army, but ended up becoming the heart of one instead," Fury glances down to the comic books in the box. "He was a hero and I know you and your dad had a lot of good memories growing up and reading about him, but the time for reading about heroes is over, Son. It's time to step up and become one. The only question is, are you ready to start?" _

_ "Now? We just got back from all the insanity with Markus," Phil stutters and Fury just shrugs unsympathetically. "Fine. Lets do this," Phil collects himself and walks forward with Fury. _

_ The doors open to a huge training room where many other SHIELD Agents are honing their skills. There are target ranges, agility courses, tech and gadgets everywhere and Phil stares at it all, wide eyed and excited. _

_ "Welcome to basic training," Fury says firmly. _

_ "Oh, I think I'm going to like this," Coulson smirks._

* * *

"I don't like this," Clint frowns.

"We don't have any choice," Phil replies shortly.

"How do we even know he's still there?" Clint argues. "The power is out. He's probably long gone."

"The ship is designed to lock down if the power goes out. He'll be there," Phil approaches the door and he and Clint carefully lower Steve to the floor and lean him against the corridor wall. "Keep an eye on him," Phil orders and glances over to Jen who moves to Steve's side.

Phil moves to pop open a panel next to the door and starts cutting wires and reattaching them to other wires. "Ready?" he looks to Clint and he nods, gun raised and finger on the trigger.

Coulson connects the last two wires and the door slides open and Clint jumps into the room. "Freeze!" he shouts when he spots their target.

"So glad to see you too," the man answer sarcastically. "What the hell is happening?"

"Just get against the wall, Thompson," Clint orders.

"The power is out, isn't it?" he asks and peeks out into the hallway before Clint shoves him against the wall. "That's why the force shield powered down on my cell."

"Coulson," Clint calls to the man in the hall, but never taking his eye off Thompson. Coulson and Jen haul Steve into the room, gently lowering him to the floor and leaning him against the wall again.

"What is she doing here?" Thompson glares at Jen and she just stares at him. "She's one of them!" Thompson makes a move toward Jen, but she stands her ground, ready to fight.

"Whoa, everyone take it easy here," Clint pushes Thompson back and Phil grabs Jen's arm. "What the hell are you talking about?"

"She's with Hydra," Thompson spits.

"I'm not the one who was locked up in the brig, Traitor," Jen glares back.

"I'm telling you, Agent Barton, she is dangerous. Do not trust her," Thompson warns. "Check the SHIELD database and I guarantee you that you will not find any records of a Jen Hansen."

Clint glances to Phil who pulls out his phone to search the database for her. "He's right. There's nothing," Phil eyes the woman and turns his gun on her.

"Who are you?" Clint demands.

"I'm a friend, Agent Barton," Jen insists.

"Then why aren't you in the database?" Clint steps closer.

"Jen Hansen is just one of my many aliases," she replies. "I'm an undercover agent and I was assigned to protect him," she nods down to Steve.

"On whose authority?" Phil glares.

"Director Fury's," she replies.

"Lies," Thompson sneers. "She is lying."

"What is your real name?" Phil demands, but the woman remains silent.

"We'll figure all of this out later," Clint interrupts. "Right now we have a bigger problem. We need to get him stabilized," Clint looks down to where Steve is sitting on the floor. He's slumped against the wall, his chin resting on his chest and a layer of sweat is covering his face and neck.

"Help me lay him down," Thompson immediately goes into action and they lay Steve out onto the floor. He listens to Steve heart and lungs before palpating his neck when Steve starts to shake and wheeze.

"What's happening?" Phil demands.

"He's having a reaction to the toxins," Thompson turns to Clint. "I need a scalpel blade."

"Don't do it," Jen jumps in and Thompson glares at her.

"He's dying!" Thompson argues. "I need to do an emergency tracheotomy. His throat is swelling shut and he's not going to be able to breathe in a minute.

"Think about it, Barton," Jen stares at him. "Do you really trust him enough to give him a weapon?"

"She's trying to trick you. This is exactly what she wants - she wants him to die - she's Hydra!" Thompson shouts. "Now give me a blade!"

"He wasn't having a reaction or any problems until we brought him here," Jen keeps her eyes fixed on Clint and the Archer's gaze shifts to Steve as he struggles and gasps on the floor.

"How do I know I can trust you?" Clint turns to Jen. "I don't even know your name."

"My code name is Agent 13," she offers, but Clint needs more than a code name. "Sharon Carter," she finally answers and Phil nods once he finds her in the database.

"She has a level 7 clearance as of this morning on Fury's direct authorization," Phil looks to Clint.

"He needs a steroid injection to counteract the swelling," Jen, or rather Sharon, holds her hand out for the pack and Clint starts to hand it to her, but Thompson moves fast. He's on top of Clint before he even knows what's happening.

"Fools!" He roars and grabs the bag. He pulls out a blade and kicks Phil back into the wall and shoves Sharon out into the hall. "For Hydra!" he shouts and prepares to plunge the blade into Steve's chest, but Jen grabs his hand to block the attack. The two struggle over the scalpel while Clint rushes over to Steve.

"Hang in there, Cap," Clint quickly grabs a syringe and draws up the steroid while Steve desperately tries to breathe. He injects the liquid into Steve's vein, anxiously waiting for the drug to kick in.

"No! This must be finished," Thompson shouts, but Sharon shifts her weight and plunges the blade into his shoulder. Thompson cries out as blood pours from the wound. Sharon backs away, shocked to see green oozing out from the blade instead of red.

"What the hell are you?" Phil stands and aims his gun on Thompson.

"I am your end." his voice twists and morphs as he begins to shed and peel away skin until something bursts fourth from the mess of bloody tissue. "I _am_ Hydra!"


	6. Chapter 6

**While You were Sleeping - Chapter 6**

"I think I'm going to be sick," Clint sneers at the blistering, writhing, slimy mass of tissue that used to be Dr. Thompson.

"Shut up and shoot," Phil orders when the shedding blob starts to lash out at them, but before they have a chance to get a shot off, the creature wrenches it's arms back, ripping through the disfigured skin and spraying a mass of blood, fluids, and tissue in its wake.

"Now can I be sick?" Clint gags and wipes his eyes clear of the bloody mess.

"Yeah," Coulson nods and shakes his hands clean, but his attention quickly goes back to what emerged from the skin. Instead of the middle-aged, caucasian doctor, there is a woman with long black hair dressed scantily in a green, leather jumpsuit. "What the hell are you?"

"I told you, I am _Hydra. Madame Hydra, _but you may call me Viper," she takes a seductive step forward.

"Well, Viper," Clint nocks and arrow and takes aim. "If you don't mind me saying, you sure don't look like a dude. What happened to Dr. Thompson?"

"The doctor was a simple disguise," Viper kicks the pile of flesh on the floor. "Necessary to infiltrate your base in the Arctic."

"Thompson worked for SHIELD for years before Fury put him on this mission," Coulson shifts closer to where Steve is laying on the floor with Sharon kneeling next to him.

"Hm, yes, I believe I do remember him saying something about that before I killed him," Viper smiles and Clint and Coulson exchange glances. "If I wanted to take his place for this mission I couldn't very well allow him to continue running around raising questions, now could I?"

"So you went through all that trouble just to join a team sent pull a Super Soldier from the ice that was thought to be long dead?" Clint glares at the woman.

"The Captain and Hydra have a long, sordid history, as you well know. He robbed us from our victory in the War 70 years ago and he paid for it with his life. To allow him to return to his country, dead or alive, after such atrocities against Hydra would be unacceptable. My men, who had infiltrated SHIELD years ago, caught wind of the mission and made sure they were on the roster."

"Told you," Coulson raises a brow to Clint. "Vindictive."

"You killed Dr. Thompson just for a chance at revenge?" Clint ignores Coulson's 'told you so' comment and stays focused on the problem at hand.

"The doctor was not specifically targeted. He was simply in the wrong place at the wrong time and I took advantage. He was an easy kill and his medical position with SHIELD turned out to be an advantage since our dear Captain decided to be the perpetual thorn in Hydra's side by not remaining dead." Viper turns her attention to Steve, his breathing still shaky as the steroid works to counteract the swelling that nearly cut off his airway.

"How have you been poisoning the Captain?" Coulson steps between her and Steve. "We've been watching every move you and your medial team have made and there's no way you could have injected him without us noticing."

"My biology is…unique," Viper smirks. "Not only can I shed identities, such as your good doctor, I can also secrete toxins through skin to skin contact. Normally it would kill an ordinary man in a matter of hours, but the Captain proved to be anything but ordinary. It took days for him to show any signs that the toxins were beginning to take effect," Viper eyes Coulson and takes a couple of steps toward Steve who is still unconscious and weakened from the sedatives and exertion. Sharon stands and raises her pistol from her position at his side. "Please step away from him, Dear. I will be taking the Captian with me."

"Over my dead body," Sharon scowls.

"As you wish," Viper smirks. She makes her move fast and runs for Sharon, ducking and dodging when Coulson and Sharon fire, bullets whizzing past her, just barely missing their target. Clint lets his arrow fly from his bow, but the swift Viper grabs the arrow in mid-air, spinning around simultaneously with the arrow in her grip before she redirects the arrow's momentum back to Clint. The Archer dives to the side just in time to miss being impaled on his own arrow.

"Get him out of here!" Clint shouts and rolls back to his feet and works to distract Viper while Coulson and Sharon drag Steve out of the room.

"He's mine!" Viper growls and runs after the two Agents when Steve is pulled out of the room and down the hallway.

"Not this time," Clint intercepts her, checking her into the floor with his shoulder. The skin on his upper arm blisters from coming in contact with the poisonous woman.

"You dare stand in my way," she hisses.

"Oh, I dare," Clint ignores the burning on his arm and fires an arrow into the ceiling above her. The arrow explodes and shattered glass rains down on Viper and the lights go out.

The Archer runs for it, slamming his fist down on the control panel to seal the door. The doors seal just in time and Clint jumps when angry pounding is heard from the other side. The door starts to shake and dent. He pauses for a moment to stare before he runs down the hall after Coulson and Sharon.

"Go faster!" Clint shouts when he catches up to them.

"Says the one _not_ dragging an extra 200lbs!" Sharon scolds.

Viper screams in anger as the door flies across the corridor and slams into the opposite wall. She storms down the hallway after them.

"Less arguing, more dragging!" Clint helps to pull Steve into the nearest room. Coulson hits the controls to lock the door. More pounding comes from the other side of the door as Viper works to break into the room.

"Well, this is a huge dead end," Sharon frowns when she looks at her surroundings. "We're in a storage bay."

"Sorry I didn't take the time to carefully select the best room for hiding in. I was a little distracted by the angry, homicidal, poisonous chick," Clint shoots back and Sharon catches a glimpse of his arm.

"Did she do that to you?" Sharon frowns and grabs Clint's arm to look at it.

"Ow," Clint frowns and jerks his arm away. "Yeah, she wasn't lying when she said she was toxic. Don't let her touch you."

"Roger that," Sharon pulls down her sleeves on her uniform and slips on a pair of leather gloves.

"Find some cover, Couslon," Clint nods back to Phil. "We don't have much time."

Coulson works to pull Steve back behind a large storage container while Sharon and Clint prepare for the attack.

The metal door of the storage bay flies into the room. Sharon and Clint dive out of the way and return fire.

Viper doesn't miss a beat and she runs forward, dodging the bullets and arrows coming at her. She shoves Clint back and crashing into a pile of empty storage containers before she turns to Sharon, kicking the pistol out of her hand. The two women engage in a flurry of fists and kicks, each one refusing to allow the other to gain the upper hand. Sharon swings and misses with a left hook, but makes up for it by landing a hard right hook. Viper stumbles back from the hit, but runs back in without hesitation, leaping into the air with a roundhouse kick to Sharon's face.

Coulson runs in to help, but Viper is too fast. She dips to her knees when Coulson swings at her. His fist flies past where her head once was and she shoots up from the floor, elbowing Coulson hard in the back and sending him reeling forward. He spins around to attack again, but Viper jumps up and kicks him square in the chest, sending him sliding across the floor into the wall next to Clint who runs back into the fight. Viper smiles and stands firm, but jumps up at the last second, launching herself up and over Clint and kicking her boots into his back, shoving him forward and crashing into Sharon.

"Uhh, damn it," Clint groans. "Now I'm pissed."

"Join the club," Sharon wipes the blood from her lip with the back of her fist.

"Yeah, not exactly having a pool party over here either," Coulson pushes himself up to his feet.

"Oh, but we're having a fantastic time, aren't we, Captain?" Viper coos as she sticks her boot on Steve's chest and leans over him. The Super Soldier groans and stirs a little, the heel of the boot digging painfully into his chest. Viper presses a cruel finger to his lips. "Shhh," She soothes. "Do not fret, Captain. The the fun times are just beginning," She grins when Steve turns pale at her toxic touch.

"Step away from him," Coulson orders, pointing his gun at the woman.

"You are a rather persistent bunch, aren't you?" Viper glares at the three Agents. "I have no qualms with killing all of you if you stand in my way."

"And I have no qualms with telling you that you can try, but it ain't gonna go down like that. I guarantee you won't be walking out of here, period, let alone walking out of here with Cap," Clint takes aim with his bow.

Coulson fires his gun, bullets chasing after Viper as she runs along the wall, staying just ahead of the line of bullets. She drops to her knees, narrowly missing an arrow to the head when Clint looses it from his bow. She slides across the floor, but Sharon is waiting. She fires, hitting Viper in the shoulder and more green blood oozes out from the bullet hole as she screams in anger.

"You will pay for that," Viper hisses and moves to attack, but is stopped short when a syringe buries itself deep into her arm.

"How about a little medical cocktail to settle you down," Clint snarks as he grabs another syringe out of the bag from the floor. She rips the syringe out of her arm, but Clint just throws two more at her.

"Your sedatives won't work on me," Viper sneers. "I'm immune to all toxins and—" her sentence cut short when a scalpel blade buries itself deep into her side.

"How about scalpel blades?" Coulson smirks. "You immune to those too?"

"Fools!" Viper screams, ripping the blade out of her side. She grabs the metal door from the floor and throws it at the the agents. The all dive out of the way, but Viper is unrelenting in her frustration. She grabs a metal bar from the rubble on the floor and swings, hitting Clint in the side, causing him to drop the bag of their supplies. Coulson tries to attack from behind her, but Viper grabs Coulson's arm and flips him over her shoulder and throws him into Sharon. Viper grabs one of the Molotov Cocktails from the pack on the floor and lights it as she stands over the three agents. "This will be the end for all of you!"

She's about to throw the cocktail down to the floor to burn the three agents alive when a shield slices through the air, hitting Viper in the side. She falls to the floor and the Cocktail flies out of her hand and breaks open on the floor, immediately setting fire to the storage bay.

The stunned agents look up and see Steve leaning heavily on a storage container to keep himself upright, looking like he may pass out at any second.

"Please...hnn..tell me I...I hit the right one…" Steve pants as Clint and Coulson each grab an arm and push him to run.

"Yeah, gold star, Cap" Clint nods and pushes the man out into the corridor when smoke begins to fill the bay as the fire spreads.

"Great," Steve nods sluggishly.

"No!" Viper screams and grabs Coulson out from under Steve's arm, throwing him to the ground. "I told you, the Captain is mine!"

"A little possessive, are we?" Sharon snarks and kicks Viper deeper into the burning storage bay.

"Oh, we need to get out of here!" Coulson warns when he picks himself up off the floor and sees the fire starting to spread toward the pack on the floor holding the other unused cocktails.

"None of you are leaving! Especially him," Viper points to Clint and Steve as she picks herself up from the floor. "The Captain must pay!"

"It's time to move on and stop getting hung up on the past, Viper," Sharon smirks and steps aside, revealing Clint standing behind her with an arrow nocked and aimed.

"You lose. Again," he grins and releases the arrow.

"No!" Viper shouts. The arrow blows up just before hitting the crate and the blast pushes the crate over, burying Viper underneath.

"Let's move!" Coulson shouts as he runs past the two Agents, grabbing up Steve's arm followed by Clint coming along his other side.

They run as fast as they can down the long corridor. The fire spreads in the storage bay and finally hits the bag, igniting the rest of the cocktails. The ship shakes and a fireball speeds down the corridor, throwing the four of them forward with the impact of the blast.

Steve pants from where he landed on the floor, his face pressed into the cold, metal grate.

"Keep moving, Cap. You have to stay awake!" Coulson shakes Steve. He sluggishly pulls himself up, but he's out of it and fading fast. Coulson has a new sense of urgency and he pushes himself and his team to move. "We need to get to the escape pods," Coulson shouts.

"Pick up the pace!" Sharon yells.

"Says the one _not _carrying an extra 200lbs of weight!" Clint sasses back to Sharon.

"Shut up and run!" Sharon shouts when the ship rocks again with another blast. Alarms start to sound and the emergency lights flicker in the corridor.

"Everyone keeps telling me to shut up today," Clint complains as they run down the hall.

"And yet you keep talking!" Sharon yells.

"This way!" Coulson directs the team down a second hall. "Hang in there, Cap."

They run down to the launch bay when it feels like the floor drops out from under them when the ship finally succumbs to the damage and the engines die.

"_Impact in T-minus two minutes, twenty seconds." _The ships onboard computer warns.

"We're in a free fall!" Clint shouts and pulls Steve down the hall. "We're almost there! Go, go, go!"

The four of them struggle into the launch bay and the finally make it to one of the escape pods. Clint releases Steve and runs to the cockpit while Coulson and Sharon work to get him strapped into one of the seats onboard the small ship.

"We good?" Steve mumbles through half-lidded eyes.

"Yeah, we made it," Coulson nods.

"Good," Steve nods and closes his eyes.

"Hey, stay with me, Captain Rogers," Coulson pats his cheek to try to rouse him, but Steve doesn't respond. "Captain Rogers!" Coulson shakes him, but still Steve doesn't wake.

"Hang on!" Clint yells when the ship tips to the side and the ship begins to slide across the bay. Metal creaks and groans and it sounds like the ship is being ripped in half.

"Is he okay?" Sharon asks.

"He's out," Coulson presses a finger to Steve's pulse point. "Pulse is steady. We need to get him back to headquarters."

_"Impact in T-minus one minute, fifteen seconds." _

"Clint!" Coulson shouts when another escape pod starts to slide toward them.

"Shit," Clint curses under his breath and starts frantically flipping switches on the control panel.

"If you're going to do something, now would be the time to do it!" Sharon shouts and gets strapped into a seat.

"I'm working on it!" Clint shouts back.

"Work faster!"

"Damn it, damn it, damn it," Clint grumbles to himself before he slams his fists into the console in frustration and comforting sound of the engines whirring to life fills the cabin. "Haha!" Clint raises his fists in triumph.

_"Impact in T-minus thirty seconds." _

"Stop celebrating and get us out of here!" Sharon covers her face with her arms as she braces for impact with the advancing ship nearly crashing into them.

Clint pulls up on the controls and the ship jerks up into the air. The jet skids under them and the sound of twisting metal screeches through the ship when the landing gear of their ship is sheered off, unable to retract out of the way before being hit. Their landing gear is gone, but the ship is otherwise intact when the hit and run jet continues to slide across the bay into the launch doors.

"Hold on to your butt," Clint smirks and turns the ship to the left to aim at the doors. He fires at the ship that nearly crashed into them, blowing it up and destroying the bay doors at the same time, revealing an open, starry sky ahead of them. Without wasting a second, Clint blasts out of the bay doors, the ship's belly skimming the ocean as they back up into the sky. "That's how you fly a jet!" Clint laughs.

"Don't celebrate yet," Coulson looks back to see the burning ship in the water below and before he can finish his thought, the ship explodes, sending a shockwave through the quiet night sky.

"It's always something," Clint complains and grips the controls tightly and prepares for impact.

The teeny escape pod shakes and rattles while alarms and warning lights blare.

"Clint?" Sharon shouts.

"We're good! We're good!" Clint assures them while he struggles to keep the ship on track.

"It doesn't feel like we're good!"

"Just give it a second. It'll pass!" Clint lies, but dares to hope.

Finally, after a few tense seconds, the blast radius passes and the ship settles as they fly through the air.

"Let's not do that again," Clint sighs.

"Agreed," Sharon tips her head back against the headrest of her seat. "Lets go home."

"Yes, Ma'am," Clint mock-salutes from the pilot's seat.

"We're going home, Cap," Coulson sighs and falls into the seat beside Steve.

* * *

Once the team landed at SHIELD headquarters in New York, it was a flurry of activity. Medical teams were on standby and quickly rushed to stabilize Steve while the rest of them checked out Clint, Coulson, and Sharon. After treatments for minor cuts and bruises and Clint's burned arm, they were all released for active duty and Couslon immediately went to check on Steve.

Coulson was confused when he walked into the large warehouse-like room where Steve was setup. He's resting in a hospital bed with fluids and monitors hooked up to him similar to the setup at the base in the Arctic, but there was a big, wooden room being constructed nearby.

"Agent Coulson," Fury greets him.

"Sir," Coulson nods.

"I see you and Barton met Agent 13."

"Yes, we did," Coulson frowns. "Why didn't you tell us about her? Was she in on it the whole time?"

"She was," Fury nods. "I needed someone who I could explicitly trust to keep an eye on everything that you and Barton couldn't. You two were too deep. Hydra knew you were loyal to SHIELD. Agent 13 was a wild card. She wasn't with Hydra, but she wasn't firmly standing between them and the Captain either. She could move freely through the ship and complex without suspicion. I didn't tell you or Barton because I didn't tell anyone about her. The fewer people who know, the less likely someone is to find out."

"How did you know you could trust her?" Coulson asks.

"Did she tell you her name?"

"Yeah, Sharon Carter."

"Carter," Fury repeats.

"Carter? As in related to Peggy Carter?"

"Her niece as a matter of fact," Fury nods. "It wasn't a guaranteed deal that she could be trusted, but it was about as good as I could get under the circumstances. The important thing is that everything worked out and you brought him home, like you said you would."

"Thank you, Sir," Coulson nods before he looks back to the large structure. "So what now? What's going to happened to him?"

"SHIELD psychiatrists thought it would be best to break the news to the Captain slowly. They think the fact that he's missed 70 years of life could be, quote, 'cause for a potential psychiatric break down and undue stress and trauma." So they recommended we put the Captain in a room with familiar sights and sounds for him to wake up to, to help ease him into reality."

"It's not going to work," Coulson frowns at the structure.

"Why do you say that?"

"Because he's going to see right through it, Sir," Coulson shrugs.

"We have some of our best on this project, Coulson," Fury crosses his arms.

"With all due respect, Sir, he may be from a simpler time, but he's not stupid. He'll see through this in a second."

"Concern duly noted," Fury studies Coulson for a moment before leaving. "Go home and get some rest, Agent Coulson. I'll send word to you once he's awake," he calls over his shoulder.

"Yes, Sir," Coulson nods. He takes one last look at the room before wandering over to Steve's bedside. They have him dressed in a pair of khakis and an SSR t-shirt and Coulson huffs out a laugh. _At least they're giving it their best shot,_ Coulson thinks to himself.

"Try not to give them too much hell, Cap," Coulson smirks at the room. "They're trying."

Coulson pauses as he sits in the chair next to Steve's bed. "They wanted something familiar for you to wake up to," He reaches into his pocket and pulls out the small compass he took from the ship in the Arctic. He flips the lid open and looks at the picture of Peggy inside for a moment before he flips it closed again. "They think having you wake up in a silly wooden box dressed up to look like the 1940's will do the trick. It's not going to work, but maybe this will help. It's not much, but it's something," Coulson slips the compass into Steve's pocket on his khakis and leans back in the chair, watching over Steve.

He sits there for a long while before he decides to take Fury's advice and leaves to get some well deserved rest.

They keep Steve in the warehouse next to the setup room, ready to move him in once he stabilizes. Coulson continues to visit him while he recovers over the next couple days. They are finally able to fully flush out his system of the toxins and his over all condition has improved, but he's still not regained consciousness.

"Why isn't he waking up?" Coulson frowns as he watches the monitors in the control room projecting the image of Steve resting on the bed in the setup room.

"He'll wake up when he's ready," Fury answers cooly.

Coulson paces a few times before Fury looks over to him with a look.

"Why don't you take a walk, Agent Coulson?" Fury suggests to the fidgety Agent.

"But Sir..." Coulson starts, but Fury keeps a firm face. "Yes, Sir," Coulson nods and leaves to get some air.

* * *

At first there's just a droning noise in the background. Nothing distinguishable or interesting. It's white noise, but it slowly starts to morph from garbled fuzz to words.

** "**There's the curveball, high-outside for ball one. So the Dodgers are tied 4:4."

_A ballgame? Did I fall asleep with the radio on? _

"And the crowd well knows with one swing of his bat this fella's capable of making it a brand new game again. Just an absolutely gorgeous day here at Evans Field."

More sounds start to make their way into Steve's awareness. Horns honking outside the window while sounds of cars driving by on the busy Brooklyn streets make their way in from the window. He slowly opens his eyes, blinking a couple times as he takes in his surroundings.

_Where am I? _

"Patient is waking up," One of the doctors reports from beside Fury in the Control Room.

"Send the Agent in," Fury orders as he watches the main screen.

Steve slowly sits up from the bed, unaware he's being watched, while he tries to remember what happened.

"But the Dodgers have three men on. Pearson beaned Ryker in Philadelphia last month. Wouldn't the youngster here like a chance to return the favor? He leans in, here's the pitch…."

_Think Steve. What was the last thing you remember? I was talking to Peggy. I was flying. I was flying a plane after fighting Skull. Something was wrong. I…I crashed. I crashed into the ice and then it was just cold. _A shiver shoots down Steve's spine.

A horn honks outside the window, startling Steve out of his thoughts.

"Three runs will score! Ryker heads to third! Rosher is going to wave him in!"

"Goodmorning," the dark-haired woman greets. "Or should I say afternoon?"

_Who is this? Body language is uncomfortable. Nervous. She's hiding something_

"Where am I?" Steve frowns.

"You're in a recovery room in New York City," She states.

_A recovery room? Recovery from what? What happened? How did I get back to New York? This is wrong. The breeze. It's too clean. There's no smell to the air. No exhaust, no dirt, no hotdogs. No one is yelling in the street. The whole scene is too sterile. And the radio. The game - I know this game._

"Where am I really?" Steve asks more firmly.

The woman scoffs nervously. "I'm afraid I don't understand."

"The game. It's from May 1941. I know because I was there."

The look on the woman's face only confirms Steve's suspicions and now he's mad. He doesn't like being lied to. His survival instincts kick in, unsure if he's in danger.

Steve puts on his best 'intimidating face' and stands. "Now I'm going to ask again, where am I?"

"Captain Rogers…."

"Who are you!?"

Steve is caught off guard when two armed men enter the room. They move to restrain him, but Steve is having none of that. He grabs them both, throwing them into the wall…or rather what he thought was a wall. His heart sinks when they break through the wall and he thought for a moment he threw them to their death. A mixture of relief and confusion wash over him when he jumps through the hole and finds himself in a warehouse. He look around and tries to figure out what the hell is going on, but he doesn't linger long when the woman follows him.

"Captain Rogers, wait!"

He ignores her orders and runs through a set of double doors. Steve runs out, expecting to find himself in some sort of Hydra facility, but instead finds himself in some sort of office. Men and women are going about their business when the woman's warning starts blaring over the speakers above him and the workers in the office seem to be in on everything when they try to stop him.

Steve runs, shoving men out of the way as he makes his way outside. The first thing he sees outside is an American flag hanging on a building across the street and a New York City Taxi.

_American flag. Angry, yellow taxi. It looks like New York. _

But the further into the city he runs, the more confused he becomes. The buildings are huge. There are giant TV screens hanging in the middle of Time Square. Everything is noisy. Steve stops running and just stares at the scene in front of him, trying not to be overwhelmed and struggling to understand what's going on.

"At ease, Soldier!" a man yells from behind him while more men like the two before surround him. "Look, I'm sorry about that little show back there, but we thought it best to break it to you slowly."

"Break what?"

"You've been asleep, Cap. For nearly 70 years."

_Seventy years? How is that possible? How did I…Peggy. _

"You going to be okay?" Fury asks and it's really a ridiculous question, but Steve doesn't know the answer, so he lies.

"Yeah….Yeah, I just….I had a date."

* * *

"He doesn't remember anything?" Coulson crosses his arms as he watches the Captain through the one-way glass.

Steve is sitting in a chair in an interview room by himself. His arms are resting on the table in front of him, his hands folded together as he stares blankly at the tabletop. The sorrow on his face is painfully evident and Coulson can't even begin to imagine what is going through Steve's mind. He looks so lost.

"He says the last thing he remembers was talking to Peggy Carter before he crashed into the ice," Fury stands next to Coulson. "His last few days have been rough and he was sedated for most of them. I'm not surprised he has some holes in his memory."

"What is he going to do?"

"I don't know, but he's going to need some time."

"I want to talk to him," Coulson moves toward the door, but Fury grabs his arm.

"I don't think that's a good idea yet. He needs space to process everything. He needs a chance to put everything together."

"He needs someone to talk to."

"And he will. We have our best psychiatrists on the job and they're the professionals, Couslon," Fury presses when he sees the look Coulson is giving him. "They'll help him get through this. For now, you need to hang back. Understood?"

"Yes, Sir," Coulson reluctantly nods.

"Good," Fury turns to leave. "He'll be okay, Phil."


End file.
